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 August 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

 

On August 29, 2022, ironSource Ltd. (the “Company”) published a notice (the “Notice”) that it will hold a Special General Meeting of Shareholders of the Company (the “Meeting”) on Monday, October 3, 2022, with a record date of September 2, 2022.  The Company intends to furnish copies of a proxy statement, describing the various matters to be voted on at the meeting, along with a proxy card and other documents to the SEC on Form 6-K as soon a practically possible in advance of the Meeting and will distribute the proxy statement and proxy card to all shareholders of record after the record date. The Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference. 

 

This Form 6-K and related exhibits are hereby incorporated by reference into the Company's Registration Statements on Form S-8 (Registration Nos. 333-264007 and 333-258690).

 

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 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 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; 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 has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Unity and ironSource that also constitutes a preliminary 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 is declared effective by the SEC. Unity and ironSource also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PRELIMINARY 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 preliminary joint proxy statement/prospectus 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, are contained in the preliminary 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.

 

2 

 

 

Exhibit No.   Description
     
99.1   Notice of Special General Meeting of Shareholders to be held on October 3, 2022.
     

 

 

 

 

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/ Assaf Ben Ami
    Assaf Ben Ami
    Chief Financial Officer
     
  Date: August 29, 2022

 

 

 

Exhibit 99.1 

 

 

IRONSOURCE LTD.

 

121 Menachem Begin Street, Tel Aviv 6701203, Israel

 

September 29, 2022

 

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

 

(AT WHICH THE CLASS AND COMBINED MEETINGS DESCRIBED BELOW WILL TAKE PLACE)

 

TO BE HELD ON OCTOBER 3, 2022

 

To the shareholders of ironSource Ltd.:

 

NOTICE IS HEREBY GIVEN that a special general meeting of shareholders, (which we refer to as the “ironSource special general meeting”, or the “ironSource meeting”) of ironSource Ltd. (referred to as “ironSource” or the “Company”), will be held on October 3, 2022 at 4:00 p.m (Israel time), at the Company’s executive offices at 121 Menachem Begin Street, Tel Aviv, Israel.

 

At the ironSource meeting, separate class meetings of holders of Class A ordinary shares, no par value, of the Company and holders of Class B ordinary shares, no par value, of the Company (which we refer to as “ironSource Class A ordinary shares” and “ironSource Class B ordinary shares,” respectively, and, collectively, as “ironSource ordinary shares”), respectively, as well as a combined meeting of holders of ironSource ordinary shares, will take place, at which shareholders will be asked to consider and vote on the following proposal:

 

To approve, pursuant to Section 320 of the Israeli Companies Law, 5759-1999 (which, together with the regulations promulgated thereunder, we refer to as the “Companies Law”), the merger contemplated by the Agreement and Plan of Merger, dated July 13, 2022 (which, as it may be amended from time to time, we refer to as the “merger agreement”), by and among ironSource, Unity Software Inc., a Delaware corporation (which we refer to as “Unity”) and Ursa Aroma Merger Subsidiary Ltd. (which we refer to as “Merger Sub”), a company formed under the laws of the State of Israel and a wholly owned subsidiary of Unity, including approval of: (i) the merger transaction pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into ironSource, with ironSource surviving and becoming a direct wholly owned subsidiary of Unity (which we refer to as the “merger”); (ii) the merger agreement; (iii) the consideration to be received by ironSource’s shareholders in the merger, other than holders of “Cancelled Shares”(as defined in the merger agreement), consisting of 0.1089 of a share of Unity common stock, par value $0.000005 per share (which we refer to as “Unity common stock”) subject to the withholding of any applicable taxes, each ironSource Class A ordinary share and each ironSource Class B ordinary share, held as of immediately prior to the effective time of the merger; and (iv) all other transactions and arrangements contemplated by the merger agreement. We refer to this proposal as the “ironSource merger proposal.”

 

A copy of the merger agreement was attached as Exhibit 99.1 to ironSource’s Report of Foreign Private Issuer on Form 6-K (a “Form 6-K”) that was furnished to the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2022.

 

In the foregoing combined class meeting, the participating ironSource Class A ordinary shares and ironSource Class B ordinary shares will be entitled to one vote and five votes, respectively, per share.

 

Unless explicitly described otherwise, when used in this notice, each of the terms “ironSource general meeting”, “ironSource Meeting” or “ironSource special general meeting” shall be deemed a reference to all of the class and combined meetings taking place on the same occasion as described above, collectively.

 

 

 

 

At each of the foregoing three meetings that are required for approval of the ironSource merger proposal, the fulfillment of the following conditions as part of the vote that is held will be required:

 

(i)The majority vote must include a majority of shares voted in favor of the merger proposal that are not held by (a) Unity, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint the chief executive officer or 25% or more of the directors of Unity or Merger Sub, (b) a person or entity acting on behalf of Unity, Merger Sub or a person or entity described in clause (a) above, or (c) a family member of, or an entity controlled by, Unity, Merger Sub or any of the foregoing; and

 

(ii)As required under Sections 270(4) and 275(a) of the Companies Law (due to a potential personal interest of certain shareholders of ironSource in the approval of the proposal by the respective class or combined classes of shares), the fulfillment of either of the following conditions as part of the vote that is held will be required:

 

  ● the majority vote obtained in favor of the ironSource merger proposal also includes a majority of the shares held by shareholders who are not deemed to have a personal interest (as defined under the Companies Law) in the approval of the proposal that are voted at the applicable ironSource meeting, excluding abstentions and broker non-votes; or
     
  ● the total number of shares held by such non-conflicted shareholders (as described in the immediately preceding bullet-point) voted against the ironSource merger proposal does not exceed 2% of the aggregate voting power in ironSource (on a per class or combined class basis).

 

Only holders of record of ironSource Class A ordinary shares and/or ironSource Class B ordinary shares at the close of business on September 2, 2022 (including shares held through a bank, broker or other nominee that is a shareholder of record of ironSource) are entitled to attend and vote at the ironSource special general meeting or any adjournment or postponement thereof.

 

Whether or not you plan to attend the ironSource special general meeting, it is important that your ironSource ordinary shares be represented and voted at the meeting. Accordingly, after reading this notice of special general meeting of shareholders and once we publish a proxy statement for the meeting, please complete and submit each proxy or voting instruction form that you receive as follows:

 

  (i) If you hold your shares in “street name” through a broker, bank or other nominee on the New York Stock Exchange, please vote in accordance with the instructions on the nominee’s voting instruction form(s), which may include instructions about voting by telephone or over the Internet (at www.proxyvote.com). If you hold your shares in “street name,” you may also vote your shares in person at the ironSource meeting, but you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the meeting, including a proof of ownership form as of the record date.
     
  (ii) If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card(s), once it/they become available, to grant your voting proxy or proxies directly to Mr. Tom Zuckerberg, ironSource’s Deputy General Counsel and Ms. Gilat Abraham, Company’s Head of Securities and Corporate Lawyer of ironSource, or to vote in person at the ironSource meeting. If you mail your proxy card(s) in the self-addressed, stamped envelope(s) to be enclosed with the proxy statement, it or they must be received by ironSource’s transfer agent not later than 11:59 p.m., Eastern Standard Time, on October 2, 2022, to be validly included in the applicable tallies of ironSource ordinary shares voted at the meeting. Alternatively, if you are delivering or mailing your proxy or proxies to ironSource’s offices in Israel (to the address given above), it or they must be received by 10:00 a.m. (Israel time), on October 3, 2022.

 

 

 

 

The Company intends to furnish a proxy statement for the meeting, which will describe, among other matters, the proposal to be voted upon at the ironSource meeting, the merger, the merger agreement, Unity and its business, and the Unity common stock to be received in the merger, along with the proxy card. The proxy statement and the proxy card and other related documents will be furnished to the SEC on Form 6-K.  Once available, such proxy statement, proxy card and other documents may be obtained for free from the SEC’s website at www.sec.gov or the Company’s website at ir@is.com or by calling +972-74-799-0001.

 

This communication is not a substitution for the proxy statement or for any other documents that ironSource may furnish to the SEC or send to shareholders in connection with the proposed merger.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FURNISHED TO THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

 

In accordance with, and subject to, the provisions of the Companies Law and the regulations promulgated thereunder, any ironSource shareholder possessing at least 1% of the outstanding voting rights of ironSource for any of the (x) ironSource Class A ordinary shares, as a separate class, (y) ironSource Class B ordinary shares, as a separate class, or (z) combined ironSource share capital (with ironSource Class A ordinary shares and ironSource Class B ordinary shares entitled to one vote and five votes, respectively, per share), as applicable, may submit to the Company a proposed additional agenda item for consideration at the applicable ironSource meeting no later than September 5, 2022, provided that such proposal is appropriate for consideration by ironSource’s shareholders at the meeting. Such proposal should be submitted in writing to the Company at the following address: ironSource Ltd., 121 Menachem Begin Street, Tel Aviv 6701203, Israel, Attn: Dalia Litay, General Counsel. If the ironSource board determines that a shareholder proposal has been duly and timely received and is appropriate for inclusion in the agenda of the meeting, ironSource will publish a revised agenda for the relevant general meeting in accordance with the provisions of the Companies Law and the regulations promulgated thereunder by way of furnishing a Report of Foreign Private Issuer on Form 6-K to the SEC; however, the record date for the meeting will not change as a result.

 

We currently know of no other business to be transacted at the ironSource special general meeting, other than as set forth above; but, if any other matter is properly presented at the meeting, the persons named in the proxy card will vote upon such matters in accordance with their best judgment.

 

OUR BOARD OF DIRECTORS (EXCLUDING DIRECTORS WHO MAY BE DEEMED TO HAVE A PERSONAL INTEREST IN THE MERGER, AS DEFINED UNDER THE COMPANIES LAW) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE IRONSOURCE MERGER PROPOSAL.

 

Neither the SEC, nor any state securities commission has approved or disapproved the transactions contemplated hereunder or determined if the accompanying document is accurate or adequate. Any representation to the contrary is a criminal offense.

 

Sincerely,

 

Tomer Bar-Zeev

 

Chairman of the Board of Directors and Chief Executive Officer