Acquisition Agreement Sec

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This letter contains forward-looking statements, including with respect to our updated fourth quarter outlook under the headings “Q4 2018 Guidance Update” and “Reconciliation of GAAP to Non-GAAP Raised Fourth Quarter 2018 Guidance” and statements relating, among other things, to the strength of our live services portfolio, as of the closing date of the small giant acquisition, to our overall growth and expansion of the reach of Smal L Giant games. SAN FRANCISCO–(BUSINESS WIRE) –Dec. 20, 2018– Zynga Inc. (Nasdaq: ZNGA), a leading developer of Social Games, today announced that it has entered into an agreement to take over Helsinki-based mobile game studio Small Giant Games (“Small Giant”), creator of the successful Empire & Puzzles. Small Giant is expanding Zynga`s portfolio of live services with an experienced team and another innovative forever franchise, while expanding its new gaming pipeline. Small Giant is expected to increase Zynga`s profitability and be an important driver of growth in 2019 and beyond. Forward-looking statements often contain words such as “outlook,” “projected,” “intentional,” “anticipate,” “believe,” “aim,” “expect,” and statements in the future are generally forward-looking. The realization or success of the matters covered by such forward-looking statements involves significant risks, uncertainties and assumptions. Our actual results may differ materially from 2000 2000 of our expected or implied results, and the reported results should not be construed as an indication of our future performance.

Specific uncertainties that could have a material impact on future results include risks related to our acquisition of Small Giant, including (i) our ability to realize the expected benefits of the transaction; (ii) our ability to successfully integrate Small Giant`s businesses and employees; (iii) Potential difficulties in staff retention; (iv) unforeseen costs, charges or expenses; (v) our management of the credit facility created in connection with the transaction; and (vi) risks related to international operations. These forward-looking statements, based on information available to us at the time of this publication, should not be overconfided. We do not undertake to update any such statements. Further information about factors that could affect our results of operations is described in more detail in our public submissions to the Securities and Exchange Commission (sec), copies of which are available on our investor relations website under investor.zynga.com or on the SEC`s website under www.sec.gov. Zynga management will host a live Q&A.m meeting this Thursday.m December 20 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss the Small Giant Games takeover agreement. Zynga will purchase 80% of Small Giant for $560 million, consisting of approximately $330 million in cash and $230 million in unregistered common shares of Zynga (issued at the average closing price per share over the thirty-day trading period ending December 19, 2018). Final preliminary consideration of the transaction will also include customary closing adjustments and will be funded in part by a newly created $200 million revolving credit facility. The transaction is expected to close with effect from January 1, 2019 and Zynga will purchase the remaining 20% of Small Giant over the next three years for valuations based on defined profitability targets. Source on businesswire.com: www.businesswire.com/news/home/20181220005883/en/ “We were impressed with the quality and dynamism of Empires & Puzzles by adding another Forever franchise to Zynga`s portfolio,” said Frank Gibeau, CEO of Zynga. Small Giant has developed an innovative game that offers a unique player experience that addresses the long term….

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