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

This Amendment No. 4 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 4”), is filed by Nexxen International Ltd., a company organized under the laws of Israel (the “Company”), and is the final amendment to 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, Amendment No. 2 filed with the SEC on May 13, 2025 and Amendment No. 3 filed with the SEC on May 22, 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. 4 reports the results of the Offer and is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities and Exchange Act of 1934, as amended. Except as otherwise set forth in this Amendment No. 4, 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. 4. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offering Memorandum. You should read this Amendment No. 4 together with the Schedule TO and the Offering Memorandum.

Amendments to the Schedule TO

 

Section 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following:

The Offer expired at 11:59 p.m. Eastern Time on Friday, May 30, 2025. A total of 95 Eligible Holders participated in the Offer. Pursuant to the Offering Memorandum, Eligible Options to purchase an aggregate of 857,816 of the Company’s ordinary shares were validly tendered and not withdrawn, and the Company has accepted for repurchase all such Eligible Options. Each Eligible Participant who validly tendered Eligible Options pursuant to the Offering Memorandum will receive a cash payment of $2.08 per share for Eligible Options with an exercise price of $14.44 per share and $0.78 per share for Eligible Options with an exercise price of $21.52 per share, in each case less applicable tax withholdings. The Company will promptly make such cash payments in the aggregate amount of $877,096.47.