ZYNGA INC. (NASDAQ:ZNGA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May 25, 2018, Zynga Inc., a Delaware corporation (“Zynga”), entered into a Share Sale and Purchase Agreement (the “Agreement”) with the shareholders (the “Sellers”) of Gram Games Teknoloji A.S., a Turkey joint stock company (“Gram”), to which Zynga acquired all allotted and issued shares of Gram in exchange for (i)cash consideration of $250 million, subject to adjustments as set forth in the Agreement (the “Closing Consideration”), and (ii)additional cash consideration during the three years following the closing payable, if at all, annually upon the achievement of specified profitability metrics by Gram, as set forth within the Agreement (the “Earnout Consideration”). Following the closing, Zynga is the sole shareholder of Gram and the indirect sole shareholder of Gram’s subsidiary Gram Games Limited, a private company limited by shares incorporated in England and Wales (collectively with Gram, the “Gram Group”).
The Closing Consideration was increased by the amount of the Gram Group’s unrestricted cash and cash equivalents and accounts receivable, and decreased by accounts payable (including unpaid transaction expenses), specified change of control fees and outstanding indebtedness.
The Agreement is governed by the laws of England and Wales and contains customary warranties of each of Zynga and the Sellers. The warranties of each party set forth in the Agreement have been made solely for the benefit of the other parties to the Agreement, and such warranties should not be relied on by any other person. In addition, such warranties (1)have been qualified by a disclosure letter from the Sellers, (2)are subject to the materiality standards set forth in the Agreement, which may differ from what may be viewed as material by investors, (3)in certain cases, were made as of a specific date, and (4)may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Accordingly, no person should rely on the warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the warranties may change after the date of the execution of the Agreement.
to the Agreement, the Sellers have agreed to indemnify Zynga for losses related to specified matters, including, among other things, breaches or inaccuracies of warranties of the Sellers contained in the Agreement, specified tax matters, and for other customary matters. As security for such indemnification obligations, $25 million of the Closing Consideration otherwise payable to the Sellers has been deposited into an escrow fund.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. The Agreement is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May30, 2018, Zynga issued a press release announcing its acquisition of the Gram Group and providing updated financial guidance for its second quarter 2018. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit99.1 attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
ZYNGA INC ExhibitEX-2.1 2 znga-ex21_6.htm EX-2.1 znga-ex21_6.htm Exhibit 2.1 CONFIDENTIAL TREATMENT REQUESTED Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and,…To view the full exhibit click here
About ZYNGA INC. (NASDAQ:ZNGA)
Zynga Inc. is a provider of social game services. The Company develops, markets and operates social games as live services played on mobile platforms, such as iPhone Operating System (iOS) and Android and social networking sites, such as Facebook. The Company operates through developing and monetizing social games segment. It has developed various social games, including games in its Slots, Words With Friends, Zynga Poker and FarmVille franchises. The Company also launched various games on mobile and Web, including Words on Tour and FarmVille: Harvest Swap in the Casual category; Black Diamond Casino and Princess Bride Slots in the Social Casino category; Empires & Allies in the Action Strategy category, and Mountain Goat Mountain. It invests in various game categories, including Social Casino, Casual, Action Strategy and Invest Express. It analyzes the data generated by its players’ game play and social interactions to guide the creation of content and features.
