UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
June 10, 2020
MATCH GROUP, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Delaware |
001-37636 |
26-4278917 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
8750 North Central Expressway, Suite 1400
Dallas, TX 75231
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(214) 576-9352
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☑
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the
Act: |
|
|
|
|
|
Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
|
Common Stock, par value $0.001 |
|
MTCH |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 8.01. Other Events.
On June 10, 2020, IAC/InterActiveCorp (“IAC”) and Match Group, Inc.
(“Match”) issued a joint press release announcing that the
anticipated election deadline for record holders of shares of Match
common stock (other than IAC, Match and their wholly owned
subsidiaries) in connection with the previously announced proposed
separation of the businesses of Match from the remaining businesses
of IAC is 5:00 p.m. New York City time on June 18, 2020. Holders of
Match common stock may elect to receive their consideration either
entirely in stock or in a combination of stock and cash. The
completion of the separation remains subject to the satisfaction of
certain closing conditions, including the receipt of the requisite
approvals from the stockholders of IAC and Match. A copy of the
joint press release is attached to this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by
reference.
***
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, IAC Holdings, Inc. (“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 report 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
Exhibit
Number
|
Description |
|
|
|
|
104 |
Inline XBRL for the cover page of this Current Report on Form
8-K |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
|
MATCH GROUP, INC. |
|
|
|
|
|
|
|
By: |
/s/ Gary Swidler |
|
|
|
Gary Swidler |
|
|
|
Chief Operating Officer and Chief Financial Officer |
Date: June 10, 2020
IAC InterActiveCorp (NASDAQ:IAC)
Historical Stock Chart
From Jul 2020 to Aug 2020
IAC InterActiveCorp (NASDAQ:IAC)
Historical Stock Chart
From Aug 2019 to Aug 2020
