Joffre Capital Unable to Proceed to Pre-Closing of Purchase Agreement to Acquire 106,102,467 shares of Playtika Stock Due to Issues with Seller and at the Company

Rhea-AI Summary

Joffre Capital announced its inability to proceed with the pre-closing of a stock purchase agreement to acquire 106,102,467 shares of Playtika (PLTK) due to governance issues within the company. Co-Founder James Lu resigned from the Board, citing significant governance deficiencies, lack of Board responsiveness, and conflicts of interest due to management control. Lu expressed disappointment over the halted acquisition, emphasizing the Board's failure to address critical governance practices. Joffre is now seeking to recover its initial payment related to the agreement.

Positive

• Potential for governance improvements if the issues are addressed.
• Joffre Capital's continued belief in Playtika's market position and growth prospects.

Negative

• Significant governance deficiencies within Playtika as cited by James Lu.
• Failed acquisition attempt could impact investor confidence.
• Management's control over the Board creates potential conflicts of interest.

Joffre Co-Founder and Managing Partner James Lu Resigns from Playtika Board of Directors

LOS ANGELES, Dec. 8, 2022 /PRNewswire/ -- Joffre Capital ("Joffre" or the "Firm") a global investment firm focused on control positions in leading consumer software, technology and internet businesses, today announced that, due to certain conditions at the Company and with Playtika Holding UK II Limited ("PHUKII"), it is unable at this time to proceed to pre-closing under the announced stock purchase agreement dated June 27 (the "Purchase Agreement") to acquire 106,102,467 shares of Playtika Holding Corp. (NASDA: PLTK) ("Playtika or the "Company") from PHUKII.

In addition, James Lu, Co-Founder and Managing Partner of Joffre, has resigned from the Playtika Board of Directors (the "Board"), effective November 30.  In a letter delivered to the Board on November 30, Mr. Lu outlines objections with the Company as reasons for his resignation, including:

• Significant deficiencies in the Company's current governance practices;
• Lack of response to a letter Mr. Lu sent to the Board on July 16, 2022 regarding those practices and actions needed to remedy them;
• Conflicts of interest driven by the Board being largely controlled by Company management; and
• Lapses and communications failures as a result of structural issues within the Board.

"As long-term investors who believe deeply in Playtika's business, we are disappointed that we are unable to move forward with our acquisition of Company stock at this time," said Mr. Lu.  "We were excited about the opportunity to help Playtika capitalize on its market position and growth prospects.   Despite my immediate efforts to work with the Board to address the Company's deficient corporate governance practices, which were outlined in a letter I delivered to the Board on July 16, the Board has failed to act in a sufficiently meaningful manner.  After several months of attempting to work with PHUKII, it has become clear that Joffre is not able to proceed to pre-closing outlined in the Purchase Agreement in part due to Playtika management's domination of the Board, which is directly contrary to assurances made by PHUKII prior to signing the Purchase Agreement.  Pursuant to the terms in the Purchase Agreement, we will seek to recover our initial payment to PHUKII, which we have requested be returned immediately."

About Joffre Capital

Joffre Capital is a global investment firm focused on control positions in leading consumer software, technology and internet businesses.  Led by a team of entrepreneurs and technology executives with cross-regional experience and relationships, Joffre accelerates growth in its portfolio companies by bridging geography gaps and expanding into new products, services and markets.  The firm has multiple billion dollars under management and a presence across the US, Europe and Asia.  

Media Contacts
ASC Advisors
Steve Bruce / Taylor Ingraham
sbruce@ascadvisors.com / tingraham@ascadvisors.com
1-203-992-1230

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SOURCE Joffre Capital

FAQ

Why did Joffre Capital withdraw from the acquisition of Playtika shares?

Joffre Capital withdrew due to significant governance deficiencies within Playtika and management's control over the Board, which led to conflicts of interest.

What were the main reasons for James Lu's resignation from Playtika's Board?

James Lu resigned citing governance deficiencies, lack of response from the Board, conflicts of interest, and communication failures within the Board structure.

What is Joffre Capital's next step after withdrawing from the agreement with Playtika?

Joffre Capital intends to seek the recovery of its initial payment to Playtika related to the acquisition agreement.

How might Joffre Capital's withdrawal affect Playtika's stock performance?

Joffre's withdrawal could negatively impact investor confidence and potentially affect Playtika's stock performance in the market.