Latham & Watkins Advises ironSource on US$4.4 Billion Merger with Unity

Latham & Watkins has advised ironSource, a leading business platform that empowers mobile content creators to turn their apps into scalable, successful businesses, on its agreement with Unity Software, the world’s leading platform for creating and operating interactive, real-time 3D (RT3D) content, under which ironSource will merge into a wholly-owned subsidiary of Unity. The all-stock transaction, where each ordinary share of ironSource will be exchanged for 0.1089 shares of Unity common stock, values ironSource at approximately US$4.4 billion.

In connection with the merger, Unity’s Board of Directors have also authorized a 24-month share buyback program of up to US$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 US$1 billion in convertible notes from Unity at closing. 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 US$48.89 per share.

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.

The cross-border multidisciplinary Latham team was led by Tel Aviv/London corporate partner Joshua Kiernan, Bay Area/New York partner Josh Dubofsky, and Chicago partner Max Schleusener, with Tel Aviv associate Gilad Zohari, Chicago associates Ariel Cho and Brian Baloun, and Boston associate Deborah Hinck. Advice was also provided on capital markets matters by Tel Aviv counsel Michael Rosenberg, with New York associates Danny Shulman and Adam Deutsch; on tax matters by Washington, D.C. partner Nicholas DeNovio, with associate Abigail Friedman; on regulatory matters by London partner Nate Seltzer and New York partner Jason Hegt, with Washington, D.C. counsel Andrew Galdes, and associates Zachary Eddington and Elizabeth Annis; on employment matters by Washington, D.C. partner Adam Kestenbaum, with Houston associate Dane Rebkowec; on foriegn direct investment matters by Hamburg counsel Jana Dammann de Chapto; and on data and technology transactions matters by London partner Gail Crawford, Boston partner Sarah Gagan, and Washington, D.C. partner Clayton Northouse, with London associates Calum Docherty and Alice Brunning, Washington, D.C. associate Sanjana Parikh, and San Francisco associate Ryan Sanders.