Amendment: SEC Form SC TO-I/A filed by Nexxen International Ltd.

This Amendment No. 3 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 3”), is filed by Nexxen International Ltd., a company organized under the laws of Israel (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 2, 2025, as amended by Amendment No. 1 filed with the SEC on May 8, 2025 and Amendment No. 2 filed with the SEC on May 13, 2025 (together with any amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to an offer by the Company to cancel certain outstanding options to purchase the Company’s ordinary shares held by eligible employees of the Company and its subsidiaries in exchange for a cash payment (the “Offer”), upon the terms and subject to the conditions set forth in the Offer to Cancel Eligible Options for Cash dated May 1, 2025 (the “Offering Memorandum”), filed as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 3 is being filed to reflect certain updates as described below. Except as otherwise set forth in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO and the Offer.

Amendments to the Offering Memorandum

The Offering Memorandum and the corresponding Items of the Schedule TO into which such information is incorporated by reference are hereby amended as follows:

Offering Memorandum – Section 2. Purpose of the Offer

The fifth paragraph on page 15 of the Offering Memorandum is amended and restated as follows:

In April 2025, we launched a new and ongoing $50 million ordinary share repurchase program following completion of our previous $50 million ordinary share repurchase program.  This new repurchase program (the “Repurchase Program”) is expected to continue until the earlier of November 19, 2025, or completion and does not obligate us to repurchase any particular amount of ordinary shares and the program may be suspended, modified or discontinued at any time at our discretion, subject to applicable law. From March 1, 2022, when we launched a series of share repurchase programs, through March 31, 2025, we repurchased 22,621,472 ordinary shares, or 29.2% of shares outstanding, reflecting a total investment of $190.2 million. As of April 30, 2025, we had approximately $39.0 million remaining on the Repurchase Program authorization. Our Board of Directors intends to continue to evaluate implementing additional share repurchase programs following completion of the ongoing Repurchase Program, subject to then current market conditions, necessary approvals and the Company’s valuation.

Subject to the foregoing and except as otherwise disclosed in the Offer to Exchange, we have no plans, proposals or negotiations (although we often consider such matters in the ordinary course of our business and intend to continue to do so in the future) that relate to or would result in any of the following:

Offering Memorandum – Section 14. Extension of Offer; Termination; Amendment

 

The third paragraph on Page 24 of the Offering Memorandum is amended and restated as follows:

 

We also expressly reserve the right, in our reasonable judgment, before the Offer Termination Date, to terminate or amend this Offer and to postpone our acceptance and cancellation of any options tendered for cancellation upon the occurrence of any of the conditions specified in Section 7 by giving written notice of such termination, amendment or postponement to the Eligible Participants and making a public announcement, including electronically posted or delivered notices. Our reservation of the right to delay our acceptance and cancellation of options tendered for cancellation is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the options tendered for cancellation promptly after termination or withdrawal of an offer.

Offering Memorandum – Section 17. Additional Information

 

Page 26 of the Offering Memorandum is amended and supplemented by replacing the second paragraph with the following:

We recommend that, in addition to the Schedule TO, including its exhibits, this Offer and the Terms of Election, you review the following materials that we have filed with the SEC before making a decision on whether to accept the Offer: