AppLovin Corp.’s (APP) $20 billion unsolicited bid to buy app and graphics technology developer Unity Software Inc. (U) is cordial enough. The suitor offered to let Unity CEO John Riccitiello run the post-merger company and would give the target the majority of the board seats.
Details about the split of ownership and voting power and the strategic fit of the business, however, pose potential snags — especially since Unity is in the middle of attempting to acquire fellow mobile app and gaming technology and services provider ironSource Ltd (IS). Meanwhile, the tumult that AppLovin’s bid created in the application advertising technology industry may draw attention to peers such as Digital Turbine Inc. (APPS) and Blackstone Inc. (BX) portfolio company Vungle Inc.
AppLovin’s deal would give Unity shareholders a 55% economic stake in the post-merger business, with 45% ownership going to the buyer’s shareholders. Because some of the compensation is in nonvoting class C shares, Unity investors would control 49% of the voting rights.
“AppLovin would have to do a lot better than the 55% – 45% split,” D.A. Davidson & Co. analyst Franco Granda told The Deal. “If that is 70% – 30%, that’s a lot more intriguing.” The public nature of the offer and the split are “ruffling a few feathers at Unity,” Granda said. Longtime Unity shareholders Silver Lake Management LLC and Sequoia, which agreed to invest $1 billion alongside the purchase of ironSource, will be “a big hurdle for AppLovin,” the analyst suggested.
Keep in mind that Unity’s purchase of ironSource would leave the buyer’s shareholders about 75% of the post-merger company, well above their position under AppLovin’s deal.
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