UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

 

For the month of July 2022

 

Commission File Number 001- 40539

 

 

 

ironSource Ltd.

(Translation of Registrant’s name into English)

 

 

 

121 Menachem Begin Street

Tel Aviv 6701203, Israel

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x                                                             Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7): ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

Attached hereto and incorporated by reference herein is the joint press release issued by Unity Software, Inc. (“Unity”) and ironSource Ltd. (the “Company”) on July 13, 2022, and entitled “Unity Software Announces Merger Agreement with ironSource Ltd.”

 

Also on July 13, 2022, the Company made available an investor presentation (“Investor Presentation”) regarding the transaction. Copies of the press release and Investor Presentation are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry and markets in which Unity and ironSource operate and management’s beliefs and assumptions as to the timing and outcome of future events, including the transactions described in this communication. While Unity’s and ironSource’s management believe the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks and uncertainties include, but are not limited to the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction;  the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; the inability to consummate the transaction due to the failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion of the transaction; risks that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to recognize the anticipated benefits of the transaction, including anticipated synergies; the amount of the costs, fees, expenses and charges related to the transaction; Unity’s expected stock buyback occurring as planned or at all; Unity’s ability to meet revised financial guidance; and the other risks and important factors contained and identified in Unity’s and ironSource’s filings with the Securities and Exchange Committee (“SEC”), such as Unity’s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause actual results to differ materially from the forward-looking statements in this communication.

 

There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither Unity nor ironSource intends to do so.

 

Important Information for Investors and Stockholders

 

In connection with the proposed transaction, Unity expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Unity and ironSource that also constitutes a prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity’s and ironSource’s respective securityholders, as applicable, when it becomes available. Unity and ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and securityholders may obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Unity and ironSource with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their respective websites at www.unity.com and www.is.com.

 

 

 

 

Participants in Solicitation

 

Unity, ironSource and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Unity is set forth in its proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 20, 2022. Information about the directors and executive officers of ironSource is set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

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EXHIBITS

 

Exhibit #   Description
99.1   Joint Press Release issued by the Registrant and Unity Software Inc., dated as of July 13, 2022.*
     
99.2   Investor Presentation, dated as of July 13, 2022.*

 

*Furnished herewith

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  IRONSOURCE, LTD.
  (Registrant)
   
   
  By: /s/ Tomer Bar-Zeev
    Tomer Bar-Zeev
Chief Executive Officer
     
Date: July 13, 2022

 

 

 

Exhibit 99.1

 

Unity Announces Merger Agreement with ironSource

 

– Transformative combination forms the industry’s first end-to-end platform to power creators’ success
as they build, run, manage, grow, and monetize live games and real-time, 3D content –

 

●Highly accretive merger is expected to deliver a run rate of $1 billion in Adjusted EBITDA by the end of 2024, and $300 million in annual EBITDA synergies by year three.

 

●All-stock transaction values ironSource at approximately $4.4 billion, representing a 74% premium to the 30-day average exchange ratio.

 

●Unity Board authorizes a share buyback program of up to $2.5 billion effective upon closing of the transaction.

 

●Silver Lake and Sequoia, the two largest Unity shareholders, have committed to investing an aggregate $1 billion in Unity in the form of convertible notes to be issued at closing of the transaction.

 

●ironSource reaffirms second quarter and full-year 2022 guidance provided during its first quarter earnings call; Unity expects second quarter financial results to be slightly higher than the top end of the guidance range provided during its first quarter earnings call; Unity reduces full-year 2022 revenue guidance from $1,350 - $1,425 million to $1,300 - $1,350 million.

  

SAN FRANCISCO/TEL AVIV, July 13, 2022--Unity (NYSE: U), the world’s leading platform for creating and operating interactive, real-time 3D (RT3D) content, and ironSource, (NYSE: IS), a leading business platform that empowers mobile content creators to turn their apps into scalable, successful businesses, announced today that they have entered into a definitive agreement under which ironSource will merge into a wholly-owned subsidiary of Unity via an all-stock deal, where each ordinary share of ironSource will be exchanged for 0.1089 shares of Unity common stock. Once closed, current Unity stockholders will own approximately 73.5% and current ironSource shareholders will own approximately 26.5% of the combined company. The companies’ complementary offerings create a unique end-to-end platform that allows creators to create, publish, run, monetize, and grow live games and RT3D content seamlessly.

 

“We believe the world is a better place with more successful creators in it. The combination of Unity and ironSource better supports creators of all sizes by giving them all the tools they need to create and grow successful apps in gaming and other consumer-facing verticals like e-commerce,” said John Riccitiello, CEO of Unity. “This is a step further toward realizing our vision of a fully integrated platform that helps creators in every step of their RT3D journey. We look forward to welcoming Tomer Bar-Zeev, the CEO of ironSource, and the rest of ironSource’s talented team into the Unity family.”

 

The end-to-end platform synergy from the combination of the companies will enhance Unity’s offerings for creators of all sizes. Together with ironSource, Unity will transform and streamline how live games, RT3D apps and services are made by turning today’s linear creation and growth process into a deeply connected and interactive one. By integrating creation and growth more tightly, creators will be able to leverage data on audience feedback to improve content from the earliest stage in the creation process, and throughout the content lifecycle. This will unlock a flywheel where data from growth feeds improvements in content which in turn drives more business success for the content or app.

 

 

 

“To succeed today, creators need an extensive set of solutions and products working in concert to power amazing user experiences and sustainable business growth,” said Tomer Bar-Zeev, CEO of ironSource. “The combination of Unity and ironSource brings together every product needed to power that flywheel of growth, in a differentiated platform positioned to lead our category and beyond. We couldn’t be more excited about our shared mission to remove obstacles for creators to grow."

 

The deal will bring together the Unity game engine and editor, Unity Ads, and the rest of Unity Gaming Services (UGS) with ironSource’s best-in-class mediation and publishing solutions, giving developers a seamless and interoperable way to create, grow, and monetize their creations across their lifecycle. In the near term, ironSource's mediation platform will leverage the combined strength of the two companies' ad networks to deliver increased user reach and data scale, and provide an increased return on ad spend to advertisers. Telcos will also benefit from the combination of Unity and ironSource, which will provide them with enhanced opportunities to leverage interactive gaming and RT3D experiences on-device.

 

In addition to delivering benefits for creators, this transaction also provides significant benefits to shareholders. The combined company is expected to generate a run rate of $1 billion in Adjusted EBITDA by the end of 2024.

 

In connection with the merger, Unity’s Board of Directors have also authorized a 24-month share buyback program of up to $2.5 billion, effective upon closing of the merger, which is expected to reduce dilution caused by the transaction.

 

Silver Lake and Sequoia have fully committed to purchase an aggregate of $1 billion in convertible notes from Unity at closing, demonstrating their belief in the value creation potential of the merger. The convertible notes to be issued to Silver Lake and Sequoia are due in 2027 and bear an interest rate of 2% per annum. The conversion price is $48.89 per share.

 

"Beyond our platform, we expect the combination of our business with ironSource to transform Unity’s financial profile to that of a highly profitable and free cash flow positive company," said Luis Visoso, CFO, Unity. “We expect to generate $300 million in annual EBITDA synergies by year three.”

 

Management and Board of Directors

 

Upon closing of the merger, Tomer Bar-Zeev will join Unity’s Board of Directors and serve as a key member of Unity’s executive leadership team. In addition, two additional ironSource Directors will join the Unity Board of Directors upon closing of the transaction. Bar-Zeev and other members of ironSource's management team, who will also assume leadership roles in the combined company, have an established track record of building a profitable, high-growth leader in the global app economy. ironSource's headquarters in Israel will serve as an additional global hub for Unity.

 

 

 

Additional Transaction Details

 

The proposed all-stock transaction has been approved by the boards of directors of both companies, is expected to close during Unity’s fourth quarter of 2022 and is subject to customary closing conditions, and regulatory and shareholder approval. Additional details and information about the terms and conditions of the transaction will be available in Current Reports on Form 8-K or Form 6-K, as applicable, to be filed by Unity and ironSource with the Securities and Exchange Commission.

 

Advisors

 

Morgan Stanley served as lead financial advisor to Unity. Goldman Sachs also served as financial advisor to Unity, and Morrison & Foerster LLP and Herzog Fox & Neeman served as its legal advisors. Jefferies LLC served as exclusive financial advisor to ironSource, and Latham & Watkins LLP and Meitar Law Offices served as its legal advisors.

 

Preview of Financial Results and Guidance

 

In connection with the merger announcement, ironSource reaffirms second quarter and full-year 2022 guidance provided during its first quarter 2022 earnings call.

 

Unity management expects its second quarter financial results to be slightly higher than the top end of the guidance range provided during its first quarter earnings call. Unity’s Create business continues to perform strongly and the company’s data and engineering interventions in Operate are resulting in improved performance. While Unity expects ongoing strong performance in Create, and continued progress in Operate, it is adjusting its full-year revenue guidance from $1,350 - $1,425 million to $1,300 - $1,350 million to reflect our current assessment of macro trends, product launch and competitive dynamic with our monetization business.

 

Conference Call and Webcast Details

 

Unity will hold a conference call for the financial community at 8:00 AM ET (5:00 AM PT) today to discuss plans to join forces with ironSource. Unity will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at investors.unity.com.

 

# # #

About Unity

 

Unity is the world’s leading platform for creating and operating interactive, real-time 3D content. Our platform provides a comprehensive set of software solutions to create, run, and monetize interactive, real-time 2D and 3D content for mobile phones, tablets, PCs, consoles, and augmented and virtual reality devices. We serve customers of all sizes, at every stage of maturity, from individual creators to large enterprises. For more information, visit Unity.com.

 

About ironSource

 

ironSource is a leading business platform for 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 enabling their business expansion in the App Economy. For more information please visit www.is.com

 

 

 

About Non-GAAP Financial Measures

 

To supplement our consolidated financial statements prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP) we use certain non-GAAP performance financial measures, including Adjusted EBITDA and EBITDA, to evaluate our ongoing operations and for internal planning and forecasting purposes. We define Adjusted EBITDA as net income, less income taxes, interest expense, depreciation and amortization and stock-based compensation expense. We define EBITDA as Earnings before Interest, Taxes, Depreciation and Amortization. We believe Adjusted EBITDA and EBITDA are useful in evaluating our operating performance. However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for our consolidated financial statements presented in accordance with GAAP.

  

Cautionary Statement Regarding Forward-Looking Statements

 

This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry and markets in which Unity (“Unity”) and ironSource (“ironSource”) operate and management’s beliefs and assumptions as to the timing and outcome of future events, including the transactions described in this communication. While Unity’s and ironSource’s management believe the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks and uncertainties include, but are not limited to the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction;  the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; the inability to consummate the transaction due to the failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion of the transaction; risks that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to recognize the anticipated benefits of the transaction, including anticipated synergies; the amount of the costs, fees, expenses and charges related to the transaction; Unity’s expected stock buyback occuring as planned or at all; Unity’s ability to meet revised financial guidance; and the other risks and important factors contained and identified in Unity’s and ironSource’s filings with the Securities and Exchange Committee (“SEC”), such as Unity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause actual results to differ materially from the forward-looking statements in this communication.

 

There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking statements after the date of this communication, nor to conform prior statements to actual results or revised expectations, and neither Unity nor ironSource intends to do so.

 

 

 

Important Information for Investors and Stockholders

 

In connection with the proposed transaction, Unity expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Unity and ironSource that also constitutes a prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity’s and ironSource’s respective shareholders, as applicable, when it becomes available. Unity and ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and shareholders may obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Unity and ironSource with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their respective websites at www.unity.com and www.is.com.

 

Participants in Solicitation

 

Unity, ironSource and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Unity is set forth in its proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 20, 2022. Information about the directors and executive officers of ironSource is set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

# # #

 

Media Contacts

 

Ryan M. Wallace

Unity Communications

ryan.wallace@unity3d.com

 

Melissa Zeloof

ironSource Communications

melissa@ironsource.com

 

 

  

Exhibit 99.2

 

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UNITY INVESTOR RELATIONS Safe Harbor 2 Cautionary Statement Regarding Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. These statements are based on current expectations, estimates and projections about the industry and markets in which Unity Software, Inc. (“Unity”) and ironSource Ltd. (“ironSource”) operate and management’s beliefs and assumptions as to the timing and outcome of future events, including the transactions described in this presentation. While Unity and ironSource’s management believe the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks and uncertainties include, but are not limited to the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; the inability to consummate the transaction due to the failure to obtain the requisite stockholder approvals or the failure to satisfy other conditions to completion of the transaction; risks that the proposed transaction disrupts current plans and operations of Unity and ironSource; the ability to recognize the anticipated benefits of the transaction, including anticipated synergies; the amount of the costs, fees, expenses and charges related to the transaction; Unity’s expected stock buyback occurring as planned or at all; Unity’s ability to meet revised financial guidance; and the other risks and important factors contained and identified in Unity’s and ironSource’s filings with the Securities and Exchange Committee (“SEC”), such as Unity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and ironSource’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 and subsequent Current Reports on Form 6-K, any of which could cause actual results to differ materially from the forward-looking statements in this presentation. There can be no assurance that the proposed transaction will in fact be consummated. We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Neither Unity nor ironSource is under any duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and neither Unity nor ironSource intends to do so. Important Information for Investors and Stockholders In connection with the proposed transaction, Unity expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Unity and ironSource that also constitutes a prospectus of Unity, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Unity and ironSource’s respective securityholders, as applicable, when it becomes available. Unity and ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and securityholders may obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Unity and ironSource with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their respective websites at www.unity.com and www.is.com. Participants in Solicitation Unity, ironSource and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Unity is set forth in its proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 20, 2022. Information about the directors and executive officers of ironSource is set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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UNITY INVESTOR RELATIONS Safe Harbor 3 Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including Adjusted EBITDA of Unity and Non-GAAP Net Income, Adjusted EBITDA and Adjusted EBITDA Margin of ironSource. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures. For example, other companies may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Unity has not reconciled its expectations as to Adjusted EBITDA of the combined company because Unity does not reconcile projected forward looking information. Unity defines Adjusted EBITDA as net income, less income taxes, interest expense, depreciation and amortization and stock-based compensation expense. ironSource defines Adjusted Net Income as as income from continuing operations, net of income taxes, as adjusted for share based compensation expense, depreciation and amortization, cquisition-related costs and offering costs. ironSource defines Adjusted EBITDA as income from continuing operations, net of income taxes, as adjusted for income taxes, financial expenses, net and depreciation and amortization, further adjusted, as applicable, for asset impairments, share-based compensation expense, fair value adjustments related to contingent consideration, acquisition-related costs and offering costs. ironSource defines Adjusted EBITDA Margin as Adjusted EBITDA calculated as a percentage of revenue. For a reconciliation of Non-GAAP Net Income, Adjusted EBITDA and EBITDA Margin of ironSource to the most closely comparable GAAP measure, please see the Appendix. Market, Industry and Other Data This presentation contains data, estimates and forecasts that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. We do not undertake to update such data after the date of this presentation.

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UNITY INVESTOR RELATIONS Today’s participants 4 John Riccitiello CHIEF EXECUTIVE OFFICER UNITY Tomer Bar-Zeev CHIEF EXECUTIVE OFFICER IRONSOURCE Luis Visoso CHIEF FINANCIAL OFFICER UNITY

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UNITY INVESTOR RELATIONS VISION We believe the majority of the world’s content will be real time 3D. Only a fraction of creators succeed in the creator economy today. We are combining Creation and Growth to increase creator success and transform “luck” to science. 5

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UNITY INVESTOR RELATIONS 6 Unity + ironSource combination highlights COMBINED PLATFORM => Better games and better user acquisition, science THREE SYNERGIES LEAD TO $1B Adjusted EBITDA run rate by end of 2024 BALANCED COMPANY Half Creation related, half Growth (ads) related Note: Management projections. Adjusted EBITDA includes net income, less income taxes, interest expense, depreciation and amortization, and stock-based compensation expense. Unity does not reconcile projected forward looking information.

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UNITY INVESTOR RELATIONS Continuous Creation & Growth Unity - ironSource fully synergized model Traditional model Our platform evolution 7 Unity - ironSource immediate model Creation Devs and artists Growth UA experts and operators Creation Devs and artists Growth UA experts and operators Creators, UA experts, operators on one live platform with one integrated data set

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UNITY INVESTOR RELATIONS Unity & iS Ads acquire ironSource complements and completes the Unity platform 8 ironSource Cloud drive Supersonic Cross channel marketing tools Luna Creative management Unity & iS Ads monetize LevelPlay mediation Unity IAP Unity Configure & manage Monitor performance Dev ops Creation tools Gaming services Publishing engine User acquisition Ads Creative Aura on-device distribution Capabilities key: Monetization IAP Monetization Analytics & player engagement … … Unity Plastic SCM Collaboration services Advanced AI and simulation Unity Editor Unity Wētā Digital Unity Ziva & Art Tools Unity Digital Twins More creator success attracts more creators to our integrated ecosystem Combined capabilities HTML5 creative tools Professional services Unity Parsec Unity Pixyz DOTS On-demand training Unity Cloud Build … …

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UNITY INVESTOR RELATIONS CREATION DATA GROWTH Fully synergized platform vision Continuous Creation & Growth TEST - LEARN - ITERATE Data flowing from the growth platform into the creation process makes the game better Improvements in the game drive more financial success Greater data scale makes the feedback loop more powerful for all games created with Unity

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UNITY INVESTOR RELATIONS ironSource at a glance 10 Tel Aviv HEADQUARTERS $623M(1) LTM REVENUE (60% YOY growth) 98%(2) GROSS RETENTION 2010 FOUNDED $213M(1) LTM ADJUSTED EBITDA 153%(1) DOLLAR-BASED NET EXPANSION RATE 1,400(1) HEADCOUNT 397(1) CUSTOMERS CONTRIBUTING >$100K IN REVENUE 34%(1) LTM EBITDA MARGIN Notes: (1) As of March 31, 2022, (2) For customers who generated >$100K revenue over the trailing 12 month period ending December 31, 2021. Adjusted EBITDA is a Non-GAAP financial measure. Please see the appendix for a reconciliation to the most directly comparable GAAP measure.

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UNITY INVESTOR RELATIONS Fully synergized platform vision Data flowing from the growth platform into the creation process makes the game better Improvements in the game drive more financial success Greater data scale makes the feedback loop more powerful for all games created with Unity Continuous Creation & Growth TEST - LEARN - ITERATE CREATION DATA GROWTH

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UNITY INVESTOR RELATIONS 12 Unity + ironSource moving to a more balanced business model ~50% GROWTH ~50% CREATION CREATION Leading creation platform for games and digital twins Established platform foundation - Unity Editor, Unity Gaming Services, Unity Wētā Digital, Unity Digital Twins, Supersonic Combination of SaaS, revenue share, ratable and ProServe revenue streams GROWTH Leading growth platform in gaming, with longer term extensible capabilities to support digital twins access in multiple industries Scaled data / learning loops support creators, user acquisition, and more all operating on a common data infrastructure Combination of revenue share + SaaS revenue streams Note: Management projected pro forma revenue after combination. Creation estimated to be ~45% today growing to ~50% within 2-3 years of closing. End-to-end integrated software platform

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UNITY INVESTOR RELATIONS Monetization is critical to creator success 13 — Monetization, in particular advertising, are critical to the creator economy — Performance-based ads in particular are central to the gaming ecosystem and we believe they will continue to grow — Ads are a data-driven, scale business - together, Unity and ironSource will provide more scale to empower creators — The combined Unity and ironSource advertising networks have generated $6B in payments to creators since 2019 — Monetization is a highly profitable business

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UNITY INVESTOR RELATIONS Immediate synergies for customers and Unity Data scale LevelPlay mediation Supersonic 14 14

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UNITY INVESTOR RELATIONS Apps monetized using Sonic SDK 80K+ Devices integrated with Aura to date 1B+ Combined user data, scale and diversity drives greater creator success 15 Events ingested on a daily basis (includes ads and analytics) 50B+ Top 100 US mobile games using Sonic SDK 85%+ Supersonic app installs to date 2B+ Ads SDK MAUs 3B+ Machine Learning Games monetized using Unity Ads 150K+ Mobile games using Unity engine (top 1000) 70%+ Note: Management estimates, all figures are as of June 30, 2022 ironSource Unity

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UNITY INVESTOR RELATIONS Mediation: The ad supply and demand auction engine 16 Ad supply Ad demand Players Developers & publishers Mediation Ad networks Ad buyers & brands ironSource + Unity Fueled by greater data scale from ironSource and Unity’s combined ad networks Drives higher return on ad spend (ROAS) for ad buyers and brands Drives more revenue for developers and publishers Ad supply and demand auction engine More relevant ads

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UNITY INVESTOR RELATIONS Supersonic driving more big wins for the long tail 17 Unity = ++ PROTOTYPES Unity will bring more candidates from create and more data scale ironSource Turbo charging ironSource’s existing deployment funnel NON-LINEAR IMPROVEMENT IN WINS To deliver a higher success rate for the long tail Publisher A Publisher B Publisher C

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UNITY INVESTOR RELATIONS 18 ironSource stockholders to own approximately 26.5% of combined company post-close — Combines passionate teams with aligned vision — Dramatically improves outcomes for creators & developers — Unleashes the full power of Unity’s creation tools — Provides opportunity for substantial financial upside — Commitment from founders who own approximately 30% of ironSource shares Combination is highly attractive to ironSource stockholders

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UNITY INVESTOR RELATIONS 19 Unity + ironSource combination highlights COMBINED PLATFORM => Better games and better user acquisition, science THREE SYNERGIES LEAD TO $1B Adjusted EBITDA run rate by end of 2024 BALANCED COMPANY Half Creation related, half Growth (ads) related Note: Management projections. Adjusted EBITDA includes net income, less income taxes, interest expense, depreciation and amortization, and stock-based compensation expense. Unity does not reconcile projected forward looking information.

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UNITY INVESTOR RELATIONS Transaction summary 20 -> All-stock transaction values ironSource at approximately $4.4B -> Pro forma ownership: approximately 73.5% Unity and approximately 26.5% ironSource -> Each share of ironSource to be exchanged for 0.1089 shares of Unity Transaction consideration → ironSource reaffirms second quarter and full-year guidance provided during first-quarter earnings call -> Unity expects second quarter financial results to be slightly better than high end of the guidance provided -> Unity reduces full-year revenue guidance from $1,350-1,425M to $1,300-1,350M Preview of financial results and guidance -> Unity board to include 3 Directors from ironSource, including Tomer Bar-Zeev -> Key members of ironSource management team to assume leadership roles in the combined company -> Tel Aviv to become a new hub for Unity Management and governance -> Subject to customary regulatory approval and other conditions -> Subject to shareholder vote at ironSource and Unity -> Expected closing in the fourth quarter of 2022 Conditions and closing

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UNITY INVESTOR RELATIONS Highly profitable and accretive transaction 21 $1B Adjusted EBITDA run rate by end of 2024 $300M+ Anticipated annual EBITDA synergies by year 3 Adjusted EBITDA Synergies Note: Management projections. Adjusted EBITDA includes net income, less income taxes, interest expense, depreciation and amortization, and stock-based compensation expense. Unity does not reconcile projected forward looking information.

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UNITY INVESTOR RELATIONS Strong endorsement from Unity’s largest investors 22 $1B investment Note: Committed financing as of transaction close. “Silver Lake and Sequoia are both excited to continue to partner with Unity as they execute on the massive opportunity to help creators across both gaming and other verticals to build, power and monetize the real-time 3D experiences of the future. We are delighted to invest to support this strategically compelling and highly accretive transaction.” Egon Durban Co-CEO and Managing Partner Silver Lake Partners Roelof Botha Partner Sequoia Capital

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UNITY INVESTOR RELATIONS Share repurchase reduces dilution 23 24 months as of transaction closing $2.5B Timing Share repurchase authorization

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UNITY INVESTOR RELATIONS THE END-TO-END PLATFORM POWERING THE CONTENT AND CREATOR ECONOMY 24

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Thank you

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Appendix

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UNITY INVESTOR RELATIONS 27 ironSource LTM Reconciliation of GAAP to Non-GAAP financials ($K) From continuing operations, net of income taxes to Adjusted EBITDA LTM 3/31/22 (Unaudited) GAAP Income from continuing operations, net of income taxes $ 63,349 Add: Financial expenses, net 1,321 Income taxes 19,588 Share-based compensation expense 86,090 Depreciation and amortization 32,510 Acquisition-related costs 7,351 Offering Costs 2,755 Adjusted EBITDA $ 212,964 Revenue $ 623,418 Adjusted EBITDA margin 34%