SAN FRANCISCO, June 7, 2021 /PRNewswire/ -- Thoma Bravo
Advantage (NYSE:TBA), ("TBA") reminds all shareholders that the
Extraordinary General Meeting of Shareholders of TBA (the
"Extraordinary General Meeting") to approve the pending business
combination between TBA and ironSource Ltd. ("ironSource") is
scheduled to be held on Tuesday, June 22,
2021, at 10:00 am Eastern
Time. Holders of TBA's Class A ordinary shares and
Class B ordinary shares at the close of business on the record date
of May 24, 2021 are entitled to notice of the
Extraordinary General Meeting and to vote at the Extraordinary
General Meeting. Following the consummation of the proposed
business combination, ironSource, a leading business platform for
the App Economy, is expected to be listed on the New York Stock
Exchange under the symbol "IS".
TBA's definitive proxy statement (the "Proxy Statement")
was included in the Registration Statement on Form F-4 (the
"Registration Statement") filed by ironSource with the U.S.
Securities and Exchange Commission (the "SEC"), which Registration
Statement was declared effective by the SEC on May 19, 2021. TBA shareholders are
encouraged to read the Proxy Statement and related documents,
including, among other things, the reasons for the board of
directors of TBA unanimously recommending that shareholders vote
"FOR" the business combination and the other proposals set forth in
the Proxy Statement.
Whether or not you plan to attend the Extraordinary General
Meeting and regardless of the number of shares you may own, we urge
all shareholders as of the May 24,
2021 record date to vote FOR all proposals as soon as
possible by completing and returning your proxy card. Shareholders
as of the record date are encouraged to vote even if they have
subsequently sold their shares.
For assistance voting your shares, please contact TBA's proxy
solicitor, Morrow Sodali LLC, at (800) 662-5200 (individuals) or
(203) 658-9400 (banks and brokers). Questions can also be sent by
email to TBA.info@investor.morrowsodali.com. The notice of
Extraordinary General Meeting and the Proxy Statement are available
at https://www.cstproxy.com/thomabravo/sm2021.
About Thoma Bravo Advantage
Thoma Bravo Advantage is a blank check company incorporated as
a Cayman Islands exempted company for the purposes of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities. Its Class A ordinary shares are
listed on the New York Stock Exchange (the "NYSE") under the symbol
"TBA." Thoma Bravo Advantage is sponsored by Thoma Bravo Advantage
Sponsor LLC, which was formed by individuals affiliated
with Thoma Bravo, a leading private equity firm focused on the
software and technology-enabled software services sector. Thoma
Bravo Advantage was formed for the purpose of executing a business
combination in the software industry.
About ironSource
ironSource is a leading business platform that enables mobile
content creators to prosper within the App Economy. App developers
use ironSource's platform to turn their apps into successful,
scalable businesses, leveraging a comprehensive set of software
solutions which help them grow and engage users, monetize content,
and analyze and optimize business performance to drive more overall
growth. The ironSource platform also empowers telecom operators to
create a richer device experience, incorporating relevant app and
service recommendations to engage users throughout the lifecycle of
the device. By providing a comprehensive business platform for the
core constituents of the app economy, ironSource allows customers
to focus on what they do best, creating great apps and user
experiences, while we enable their business expansion in the app
economy. For more information please visit www.is.com
Important Information and Where to Find It
This press release relates to a proposed transaction between
ironSource and Thoma Bravo Advantage. In connection with the
proposed transaction, ironSource filed the Registration Statement
with the SEC, which includes TBA's Proxy Statement and certain
related documents in connection with Thoma Bravo Advantage's
solicitation of proxies for the vote by Thoma Bravo Advantage's
shareholders with respect to the proposed transaction, and a
prospectus of ironSource. Thoma Bravo Advantage has also filed the
definitive Proxy Statement with the SEC.
This communication does not contain all the information that
should be considered concerning the proposed transaction and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction. Before making any
voting or investment decision, investors and security holders are
urged to read the Registration Statement, the Proxy Statement and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
The Proxy Statement has been mailed to shareholders of Thoma
Bravo Advantage as of May 24,
2021. Investors and security holders will be able to obtain
free copies of the Registration Statement, the Proxy Statement and
all other relevant documents filed or that will be filed with the
SEC by ironSource and Thoma Bravo Advantage through the
website maintained by the SEC at www.sec.gov. In addition, the
documents filed by ironSource may be obtained free of
charge from ironSource's website
at http://www.is.com or by written request
to ironSource at ironSource Ltd., Derech Menachem
Begin 121, Tel Aviv-Yafo, Israel, and the documents filed by
Thoma Bravo Advantage may be obtained free of charge from Thoma
Bravo Advantage's website
at http://www.thomabravoadvantage.com or by written
request to Thoma Bravo Advantage, 150 N. Riverside Plaza, Suite
2800, Chicago, Illinois 60606.
Participants in the Solicitation
ironSource and Thoma Bravo and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from Thoma Bravo's shareholders in connection with
the proposed transaction. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the Proxy Statement. You may obtain free copies of these documents
as described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Thoma Bravo Advantage ("TBA") and
ironSource Ltd. ("ironSource"). All statements other than
statements of historical facts contained in this communication,
including statements regarding ironSource's, TBA's or the combined
company's future financial position, business strategy and plans
and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"targets," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these
terms or other similar expressions. Forward-looking statements
include, without limitation, ironSource's or TBA's expectations
concerning the outlook for their or the combined company's
business, productivity, plans and goals for future operational
improvements and capital investments, operational performance,
future market conditions or economic performance and developments
in the capital and credit markets and expected future financial
performance, as well as any information concerning possible or
assumed future results of operations of the combined company.
Forward-looking statements also include statements regarding the
expected benefits of the proposed transaction between ironSource
and TBA.
Forward-looking statements involve a number of risks,
uncertainties and assumptions, and actual results or events may
differ materially from those projected or implied in those
statements. Important factors that could cause such differences
include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may
adversely affect the price of TBA's securities; (ii) the failure to
satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the merger agreement by the
shareholders of TBA and ironSource, the satisfaction of the minimum
trust account amount following redemptions by TBA's public
shareholders and the receipt of certain governmental and regulatory
approvals; (iii) the lack of a third party valuation in determining
whether to pursue the proposed transaction; (iv) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; (v) the effect of the
announcement or pendency of the transaction on ironSource's
business relationships, performance, and business generally; (vi)
risks that the proposed transaction disrupts current plans of
ironSource and potential difficulties in ironSource employee
retention as a result of the proposed transaction; (vii) the
outcome of any legal proceedings that may be instituted against
ironSource or against TBA related to the merger agreement or the
proposed transaction; (vii) the ability of ironSource to list its
ordinary shares on the New York Stock Exchange; (ix) volatility in
the price of the combined company's securities due to a variety of
factors, including changes in the competitive industry in which
ironSource operates, variations in performance across competitors,
changes in laws and regulations affecting ironSource's business and
changes in the combined capital structure; (x) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and to identify and
realize additional opportunities; (xi) ironSource's markets are
rapidly evolving and may decline or experience limited growth;
(xii) ironSource's reliance on operating system providers and app
stores to support its platform; (xiii) ironSource's ability to
compete effectively in the markets in which it operates; (xiv)
ironSource's quarterly results of operations may fluctuate for a
variety of reasons; (xv) failure to maintain and enhance the
ironSource brand; (xvi) ironSource's dependence on its ability to
retain and expand its existing customer relationships and attract
new customers; (xvii) ironSource's reliance on its customers that
contribute more than $100,000 of annual revenue; (xviii)
ironSource's ability to successfully and efficiently manage its
current and potential future growth; (xix) ironSource's dependence
upon the continued growth of the app economy and the increased
usage of smartphones, tablets and other connected devices; (xx)
ironSource's dependence upon the success of the gaming and mobile
app ecosystem and the risks generally associated with the gaming
industry; (xxi) ironSource's, and ironSource's competitors',
ability to detect or prevent fraud on its platforms; (xxii) failure
to prevent security breaches or unauthorized access to ironSource's
or its third-party service providers data; (xxiii) the global scope
of ironSource's operations, which are subject to laws and
regulations worldwide, many of which are unsettled and still
developing; (xxiv) the rapidly changing and increasingly stringent
laws, contractual obligations and industry standards relating to
privacy, data protection, data security and the protection of
children; and (xxv) the effects of health epidemics, including the
COVID-19 pandemic.
ironSource and TBA caution you against placing undue reliance on
forward-looking statements, which reflect current beliefs and are
based on information currently available as of the date a
forward-looking statement is made. Forward-looking statements set
forth herein speak only as of the date of this communication.
Neither ironSource nor TBA undertakes any obligation to revise
forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs. In the event that any
forward-looking statement is updated, no inference should be made
that ironSource or TBA will make additional updates with respect to
that statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other important
assumptions and factors that could cause actual results to differ
materially from forward-looking statements, including discussions
of significant risk factors, may appear, up to the consummation of
the proposed transaction, in TBA's public filings with the SEC or,
upon and following the consummation of the proposed transaction, in
ironSource's public filings with the SEC, which are or will be (as
appropriate) accessible at www.sec.gov, and which you are
advised to consult.
Market, ranking and industry data used throughout this
communication, including statements regarding market size and
technology adoption rates, is based on the good faith estimates of
ironSource's management, which in turn are based upon ironSource's
management's review of internal surveys, independent industry
surveys and publications, including reports by Altman
Solon, App Annie, AppsFlyer, Apptopia, eMarketer, Newzoo,
Omdia and Sensor Tower and other third party research and publicly
available information. These data involve a number of assumptions
and limitations, and you are cautioned not to give undue weight to
such estimates. While ironSource is not aware of any misstatements
regarding the industry data presented herein, its estimates involve
risks and uncertainties and are subject to change based on various
factors, including those discussed above.
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SOURCE Thoma Bravo Advantage; ironSource
