NEW YORK and DALLAS, June 10,
2020 /PRNewswire/ -- IAC (NASDAQ: IAC) ("IAC") and Match
Group (NASDAQ: MTCH) ("Match") today announced that the deadline
(the "Election Deadline") for stockholders of Match to elect the
form of consideration they wish to receive in connection with the
separation of IAC and Match (the "Separation") is 5:00 p.m., New York
City time, on June 18,
2020. The Election Deadline is based on IAC's and Match's
expectation that IAC's annual meeting of stockholders and Match's
special meeting of stockholders to approve matters relating to the
proposed Separation will be held as scheduled on June 25, 2020.
The terms of the proposed Separation are set forth in the
Transaction Agreement, dated as of December
19, 2019 and amended as of April 28,
2020 (the "Transaction Agreement"), by and among IAC, Match,
IAC Holdings, Inc. ("New IAC"), and Valentine Merger Sub LLC.
If the Separation is consummated, among other transactions, IAC
will be renamed "Match Group, Inc." (referred to as "New Match")
and will own the businesses of Match and certain IAC financing
subsidiaries and New IAC will be renamed "IAC/InterActiveCorp" and
will own IAC's other businesses. The completion of the
Separation is subject to the satisfaction or waiver of certain
conditions contained in the Transaction Agreement, including the
receipt of the requisite approvals from the stockholders of IAC and
Match.
Under the terms of the Transaction Agreement, if the Separation
is completed, each Match stockholder (other than IAC, Match and
their wholly owned subsidiaries) will be entitled to receive, with
respect to each share of Match common stock, one share of common
stock in the entity that will be known as "New Match" ("New Match
common stock") and, at each such stockholder's election,
either:
- $3.00 in cash; or
- a fraction of a share with a value of $3.00 (with such value calculated in accordance
with the Transaction Agreement) of New Match common stock (an
"additional stock election").
Match stockholders who do not validly make an election will be
deemed to have made an additional stock election with respect to
their shares of Match common stock.
Match stockholders wishing to make an election must deliver a
properly completed Election Form (along with all other documents
and materials referred to in the Election Form) to Computershare
Trust Company, N.A., the exchange agent, no later than the Election
Deadline of 5:00 p.m., New York City time, on June 18, 2020.
Stockholders of Match who hold their shares through a bank,
broker or other nominee may be subject to an earlier deadline than
the Election Deadline for making their elections, based on the
instructions of their brokers, banks or other nominees or trustees,
and should carefully read such instructions regarding making an
election. Match stockholders are encouraged to consult with their
broker, bank or other nominee as soon as possible regarding these
instructions.
The election materials do not provide for a guaranteed delivery
procedure. Match stockholders bear the risk of ensuring
proper and timely delivery of their election materials.
Match stockholders are reminded that if they make an election
with respect to their shares of Match common stock, they will be
unable to sell their shares of Match common stock unless they first
withdraw their election (which they will be unable to do following
the Election Deadline).
The Election Form was sent to Match stockholders on or about
May 11, 2020. Match
stockholders may obtain additional copies of the election materials
by contacting MacKenzie Partners, Inc., at 800-322-2885
(Toll-Free), 212-929-5500 or proxy@mackenziepartners.com.
A more detailed description of the consideration to which Match
stockholders are entitled and the procedures applicable to
elections is contained in the Joint Proxy Statement/Prospectus
dated April 30, 2020, copies of which
may be obtained for free by following the instructions below. The
Election Deadline does not alter the deadline for stockholders of
Match or IAC to vote on the proposals to be presented for approval
at their respective upcoming stockholder meetings.
About IAC
IAC (NASDAQ: IAC) builds companies. We are guided by curiosity, a
questioning of the status quo, and a desire to invent or acquire
new products and brands. From the single seed that started as IAC
over two decades ago have emerged 10 public companies and
generations of exceptional leaders. We will always evolve, but our
basic principles of financially-disciplined opportunism will never
change. IAC today operates Vimeo, Dotdash and Care.com, among many
others, and also has majority ownership of both Match Group, which
includes Tinder, Match, PlentyOfFish, OkCupid and Hinge, and ANGI
Homeservices, which includes HomeAdvisor, Angie's List and Handy.
The Company is headquartered in New York
City and has business operations and satellite offices
worldwide.
About Match Group
Match Group (NASDAQ: MTCH), through its portfolio companies, is a
leading provider of dating products available globally. Our
portfolio of brands includes Tinder®, Match®,
Meetic®, OkCupid®, Hinge®, Pairs™,
PlentyOfFish®, and OurTime®, as well as a
number of other brands, each designed to increase our users'
likelihood of finding a meaningful connection. Through our
portfolio companies and their trusted brands, we provide tailored
products to meet the varying preferences of our users. Our products
are available in over 40 languages to users all over the world.
No Offer or Solicitation / Additional Information and
Where to Find It
This communication is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
This communication is being made in respect of a proposed
transaction involving IAC, New IAC and Match. In connection
with the proposed transaction, on April 28,
2020, IAC and New IAC filed with the Securities and Exchange
Commission (the "SEC") an amendment to the joint registration
statement on Form S-4 filed on February 13,
2020 (the "Form S-4") that includes a joint proxy statement
of IAC and Match. The Form S-4 was declared effective by the
SEC on April 30, 2020, and IAC and
Match commenced mailing the joint proxy statement/prospectus to
stockholders of IAC and stockholders of Match on or about
May 4, 2020. Each party will file
other documents regarding the proposed transaction with the
SEC. IAC, New IAC and Match may file one or more other
documents with the SEC. This communication is not a
substitute for the joint proxy statement/prospectus or any other
document that may be filed with the SEC in connection with the
proposed transaction.
INVESTORS AND SECURITY HOLDERS OF IAC AND MATCH ARE URGED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed with
the SEC free of charge at the SEC's
website, www.sec.gov. Copies of documents filed with the
SEC by IAC (when they become available) may be obtained free of
charge on IAC's website at www.iac.com. Copies of
documents filed with the SEC by Match (when they become available)
may also be obtained free of charge on Match's website
at www.mtch.com.
Participants in the Solicitation
IAC and Match and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from their respective shareholders in favor of the proposed
transaction under the rules of the SEC. Information about
IAC\'s directors and executive officers is available in IAC's
Annual Report on Form 10-K for the year ended December 31, 2019, as amended by IAC's Form
10-K/A filed with the SEC on April 29,
2020, and the joint proxy statement/prospectus.
Information about Match's directors and executive officers is
available in Match's Annual Report on Form 10-K for the year ended
December 31, 2019, as amended by
Match's Form 10-K/A filed with the SEC on April 29, 2020. Additional information
regarding participants in the proxy solicitations and a description
of their direct and indirect interests are included in the joint
proxy statement/prospectus and other relevant documents to be filed
with the SEC regarding the transaction when they become
available.
Forward-Looking Statements
Certain statements and information in this communication may be
deemed to be "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to IAC's and Match's anticipated financial
performance, objectives, plans and strategies, and all statements
(other than statements of historical facts) that address
activities, events or developments that IAC and Match intend,
expect, project, believe or anticipate will or may occur in the
future. These statements are often characterized by terminology
such as "believe," "hope," "may," "anticipate," "should," "intend,"
"plan," "will," "expect," "estimate," "project," "positioned,"
"strategy" and similar expressions, and are based on assumptions
and assessments made by IAC's and Match's management in light of
their experience and their perception of historical trends, current
conditions, expected future developments, and other factors they
believe to be appropriate. IAC and Match undertake no duty to
update or revise any such statements, whether as a result of new
information, future events or otherwise. Forward-looking statements
are not guarantees of future performance. Whether actual results
will conform to expectations and predictions is subject to known
and unknown risks and uncertainties, including: risks and
uncertainties discussed in the joint proxy statement/prospectus and
other reports that IAC and Match have filed with the SEC;
competition; Match's ability to maintain user rates on its
higher-monetizing dating products; the companies' ability to
attract users to their products and services through cost-effective
marketing and related efforts; changes in the companies'
relationship with (or policies implemented by) Google; foreign
currency exchange rate fluctuations; the companies' ability to
distribute their products through third parties and offset related
fees; the integrity and scalability of the companies' systems and
infrastructure (and those of third parties) and the companies'
ability to adapt their systems and infrastructure to changes in a
timely and cost-effective manner; the companies' ability to protect
their systems from cyberattacks and to protect personal and
confidential user information; risks relating to certain of the
companies' international operations and acquisitions; the impact of
the outbreak of the COVID-19 coronavirus, or any subsequent or
similar epidemic or pandemic; the risks inherent in separating
Match from IAC, including uncertainties related to, among other
things, the costs and expected benefits of the proposed
transaction, the calculation of, and factors that may impact the
calculation of, the exchange ratio at which shares of IAC capital
stock will be converted into the right to receive new shares of the
post-separation Match Group in connection with the transaction, the
expected timing of the transaction or whether it will be completed,
whether the conditions to the transaction can be satisfied or any
event, change or other circumstance occurs that could give rise to
the termination of the transaction agreement (including the failure
to receive any required approvals from the stockholders of IAC and
Match or any required regulatory approvals), any litigation arising
out of or relating to the proposed transaction, the expected tax
treatment of the transaction, and the impact of the transaction on
the businesses of IAC and Match; and other circumstances beyond
IAC's and Match's control. You should not place undue reliance on
these forward-looking statements. For more details on factors that
could affect these expectations, please see IAC's and Match's
filings with the SEC, including the joint proxy
statement/prospectus.
Contact Us
IAC Investor Relations
Mark
Schneider
(212) 314-7400
Match Group Investor Relations
Lance Barton
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7361
Match Group Corporate Communications
Justine Sacco
(212) 314-7400
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SOURCE IAC; Match Group