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 15, 2020
MATCH GROUP, INC.
(Exact name of registrant as specified in its charter)
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
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Common Stock, par value $0.001 |
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MTCH |
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The Nasdaq Stock Market LLC |
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(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.
As previously disclosed, Match Group, Inc. (“Match”),
IAC/InterActiveCorp (“IAC”), IAC Holdings, Inc. (“New IAC”), and
Valentine Merger Sub LLC have entered into a Transaction Agreement,
dated as of December 19, 2019, as amended on April 28, 2020,
pursuant to which, amongst other things, the businesses of Match
will be separated from the remaining businesses of IAC (the
“Separation”).
On April 30, 2020, in connection with the Separation, Match and IAC
each filed the definitive joint proxy
statement/prospectus.
On May 14, 2020, Match received a demand letter (the “Demand
Letter”) from a stockholder for supplemental disclosures regarding
the Separation with respect to (i) the opinion from Goldman Sachs
& Co. LLC delivered to Match’s Separation Committee on the
fairness of the separation transactions to Match’s stockholders
(other than IAC and its affiliates) and (ii) certain Match
financial projections, which were used by Goldman Sachs in the
preparation of its fairness opinion.
The joint proxy statement/prospectus is modified and supplemented
by, and should be read as part of, and in conjunction with, the
disclosures set forth in this current report on Form 8-K. To the
extent that information in this current report on Form 8-K differs
from or updates information contained in the joint proxy
statement/prospectus, the information in this current report on
Form 8-K shall supplement or modify the information in the joint
proxy statement/prospectus.
Supplemental Disclosures
Match is making the following supplemental disclosures to the joint
proxy statement/prospectus in connection with its response to the
Demand Letter. Match believes that no further disclosure is
required to supplement the definitive joint proxy
statement/prospectus under applicable law. Nothing in this
supplemental disclosure shall be deemed an admission of the legal
necessity or materiality of any of the disclosures set forth
herein. Capitalized terms used herein but not otherwise defined
herein have the meanings ascribed to those terms in the joint proxy
statement/prospectus. All page references are to the joint proxy
statement/prospectus and terms used below, unless otherwise
defined, shall have the meanings ascribed to such terms in the
joint proxy statement/prospectus. For the avoidance of doubt, no
deletion of any text or information omitted from this supplemental
disclosure is intended.
The disclosure in the section “Opinion of the Financial Advisor to
the Match Separation Committee” is hereby modified by amending and
restating (with new text underlined) the below portion of such
section in the sub-sections “Illustrative Discounted Cash Flow
Analysis – Match Status Quo”, “Illustrative Discounted Cash Flow
Analysis – Pro Forma Value to be Received in the Match Merger”,
“Illustrative Present Value of Future Share Price Analysis – Match
Status Quo” and “Illustrative Present Value of Future Share Price
Analysis – Pro Forma Value to be Received in Match Merger”
beginning on page 165 of the joint proxy
statement/prospectus.
Illustrative Discounted Cash Flow Analysis—Match Status
Quo.
Using the Match financial projections, Goldman Sachs performed an
illustrative discounted cash flow analysis for Match on a status
quo basis. Using discount rates ranging from 6.25% to 8.25%,
reflecting estimates of the weighted average cost of
capital of Match on a status quo basis, Goldman Sachs discounted to
present value as of September 30, 2019 (i) estimates of unlevered
free cash flow for Match on a status quo basis for the three-month
period ending December 31, 2019 and for the years 2020 to 2024,
based on the Match financial projections, (ii) the estimated
benefits of certain Match tax attributes, including net operating
losses, or NOLs,
which were $118 million
as reflected in the Match estimates, and (iii) a range of
illustrative terminal values for Match on a status quo basis, which
were calculated by applying perpetuity growth rates ranging from
2.5% to 3.5%, to a terminal year estimate of the free cash flow to
be generated by Match on a status quo basis,
which was $1,190 million
as reflected in the Match financial projections (which analysis
implied exit terminal year enterprise value to next twelve months
Adjusted EBITDA multiples (which we refer to as “EV/NTM Adj. EBITDA
multiples”), ranging from 13.0x to 27.0x). Goldman Sachs derived
such discount rates by application of the Capital Asset Pricing
Model, which requires certain company-specific inputs, including
the company’s target capital structure weightings, the cost of
long-term debt, after-tax yield on permanent excess cash, if any,
future applicable marginal cash tax rate and a beta for the
company, as well as certain financial metrics for the United States
financial markets generally. The range of perpetuity growth rates
was estimated by Goldman Sachs utilizing its professional judgment
and experience, taking into account the Match financial projections
and market expectations regarding long-term real growth of gross
domestic product and inflation. Goldman Sachs derived a range of
illustrative implied enterprise values for Match on a status quo
basis by adding the ranges of present values it derived above.
Goldman Sachs then subtracted from the range of illustrative
implied enterprise values it derived for Match on a status quo
basis the amount of Match’s net debt on a status quo basis as of
September 30, 2019,
which was $1,259 million
as provided by the management of Match, to derive a range of
illustrative implied equity values for Match on a status quo basis.
Goldman Sachs then divided the range of illustrative implied equity
values it derived by the number of fully diluted outstanding Match
Shares on a status quo basis,
which was 295.2 million shares, reflecting the midpoint of the
range
as provided by the management of Match, to derive a range of
illustrative implied present values of $58.95 to $123.62 per Match
Share on a status quo basis.
Illustrative Discounted Cash Flow Analysis—Pro Forma Value to be
Received in the Match Merger.
Using the Match financial projections and the Match estimates,
Goldman Sachs also performed an illustrative discounted cash flow
analysis for New Match on a pro forma basis giving effect to the
Transactions (which we refer to as “New Match pro forma for the
Transactions”). Using discount rates ranging from 6.25% to 8.25%,
reflecting estimates of the weighted average cost of capital of New
Match pro forma for the Transactions, Goldman Sachs discounted to
present value as of September 30, 2019 (i) estimates of unlevered
free cash flow for New Match pro forma for the Transactions for the
three-month period ending December 31, 2019 and for the years 2020
to 2024, based on the Match financial projections, (ii) the
estimated benefits of certain Match and IAC tax attributes,
including NOLs, to be acquired or retained, as applicable, by New
Match and its subsidiaries in connection with or as a result of the
Transactions,
which were $168 million
as reflected in the Match estimates, and (iii) a range of
illustrative terminal values for New Match pro forma for the
Transactions, which were calculated by applying perpetuity growth
rates ranging from 2.5% to 3.5%, to a terminal year estimate of the
free cash flow to be generated by New Match pro forma for the
Transactions,
which was $1,190 million
as
reflected in the Match financial projections (which analysis
implied exit terminal year EV/NTM Adj. EBITDA multiples ranging
from 13.0x to 27.0x). Goldman Sachs derived such discount rates by
application of the Capital Asset Pricing Model, which requires
certain company-specific inputs, including the company’s target
capital structure weightings, the cost of long-term debt, after-tax
yield on permanent excess cash, if any, future applicable marginal
cash tax rate and a beta for the company, as well as certain
financial metrics for the United States financial markets
generally. The range of perpetuity growth rates was estimated by
Goldman Sachs utilizing its professional judgment and experience,
taking into account the Match financial projections and the Match
estimates and market expectations regarding long-term real growth
of gross domestic product and inflation. Goldman Sachs derived a
range of illustrative implied enterprise values for New Match pro
forma for the Transactions by adding the ranges of present values
it derived above. Goldman Sachs then subtracted from the range of
illustrative implied enterprise values it derived for New Match pro
forma for the Transactions the estimated amount of New Match’s net
debt pro forma for the Transactions as of September 30,
2019,
which was $2,926 million
as provided by the management of Match, to derive a range of
illustrative implied equity values for New Match pro forma for the
Transactions. Goldman Sachs then calculated ranges of illustrative
implied values for the pro forma value to be received per Match
Share in the Match merger, assuming, alternatively, as directed by
the Match separation committee that all holders of Match Shares
(other than IAC and its affiliates) make either (i) the additional
stock election (which we refer to as the “all-stock election
scenario”) or (ii) the cash election (which we refer to as the
“maximum-cash election scenario”). For the maximum-cash election
scenario, Goldman Sachs divided (i) the range of illustrative
implied equity values for New Match pro forma for the Transactions
derived from the analysis above by (ii) the estimated number of
fully diluted shares of New Match common stock pro forma for the
Transactions,
which was 276.3 million shares, reflecting the midpoint of the
range
as provided by the management of Match, which resulted in a range
of illustrative implied values for the pro forma value to be
received per Match Share in the Match merger of $57.36 to $125.67.
For the all-stock election scenario, Goldman Sachs (i) subtracted
$3.00 from the range of illustrative implied values for the pro
forma value to be received per Match Share in the Match merger for
the maximum-cash election scenario derived from the analysis above
and (ii) multiplied the resulting range by the sum of (a) one and
(b) a fraction equal to the quotient, rounded to four decimal
places, of $3.00 divided by $68.04 (representing the closing price
of Match common stock on December 17, 2019, less $3.00), which
resulted in a range of illustrative implied values for the pro
forma value to be received per Match Share in the Match merger of
$56.76 to $128.08.
Illustrative Present Value of Future Share Price Analysis—Match
Status Quo.
Using the Match financial projections, Goldman Sachs performed an
illustrative analysis of the implied present value of an
illustrative future value per Match Share on a status quo basis,
which is designed to provide an indication of the present value of
a theoretical future value of a company’s equity as a function of
such company’s financial multiples. Goldman Sachs first calculated
a range of illustrative implied enterprise values for Match on a
status quo basis as of December 31 for each of the years 2020 to
2022, by applying a range of EV/NTM Adj. EBITDA multiples of 20.0x
to 25.0x to estimates of Adjusted EBITDA for Match on a status quo
basis for each of the years 2020 to 2022, as reflected in the Match
financial projections. These illustrative multiples were derived by
Goldman Sachs utilizing its professional judgment and
experience,
taking into account historical average EV/NTM Adj. EBITDA multiples
for Match during the three-year period ended December 17, 2019. To
derive a range of illustrative implied equity values for Match on a
status quo basis, Goldman Sachs subtracted from the range of
illustrative implied enterprise values it derived for Match on a
status quo basis the amount of Match’s net debt on a status quo
basis as of December 31 for each of the years 2020 to 2022,
which was $950 million as of December 31, 2020, $429 million as of
December 31, 2021 and negative $382 million as of December 31,
2022, in each case
as provided by the management of Match. Goldman Sachs then divided
the range of illustrative implied equity values it derived for
Match on a status quo basis by the number of fully diluted Match
Shares on a status quo basis estimated to be outstanding as of
December 31 for each of the years 2020 to 2022,
which was 296.5 million shares as of December 31, 2020, 297.6
million shares as of December 31, 2021 and 297.7 million shares as
of December 31, 2022, in each case reflecting the midpoint of the
range
as provided by the management of Match, and discounted the
resulting implied future share prices to present value as of
September 30, 2019, using an illustrative discount rate of 6.75%,
reflecting an estimate of Match’s cost of equity on a status quo
basis, to derive a range of illustrative implied present values per
Match Share on a status quo basis. Goldman Sachs derived such
discount rate by application of the Capital Asset Pricing Model,
which requires certain company-specific inputs, including a beta
for the company, as well as certain financial metrics for the
United States financial markets generally. This analysis resulted
in a range of illustrative implied present values of $66.79 to
$101.65 per Match Share on a status quo basis.
Illustrative Present Value of Future Share Price Analysis—Pro Forma
Value to be Received in the Match Merger.
Using the Match financial projections and the Match estimates and
assuming, alternatively, as directed by the Match separation
committee, the all-stock election scenario and the maximum-cash
election scenario, Goldman Sachs also performed illustrative
analyses of the implied present values of illustrative future
values per share of New Match common stock pro forma for the
Transactions. Goldman Sachs first calculated a range of
illustrative implied enterprise values for New Match pro forma for
the Transactions as of December 31 for each of the years 2020 to
2022, by applying a range of EV/NTM Adj. EBITDA multiples of 20.0x
to 25.0x to estimates of Adjusted EBITDA for New Match pro forma
for the Transactions for each of the years 2020 to 2022, as
reflected in the Match financial projections. These illustrative
multiples were derived by Goldman Sachs utilizing its professional
judgment and experience, taking into account historical average
EV/NTM Adj. EBITDA multiples for Match during the three-year period
ended December 17, 2019. To derive a range of illustrative implied
equity values for New Match pro forma for the Transactions, Goldman
Sachs subtracted from the range of illustrative implied enterprise
values it derived for New Match pro forma for the Transactions the
amount of New Match’s net debt pro forma for the Transactions as of
December 31 for each of the years 2020 to 2022,
which was $3,190 million as of December 31, 2020, $2,428 million as
of December 31, 2021 and $1,337 million as of December 31, 2022, in
each case
as provided by the management of Match. Goldman Sachs then divided
the range of illustrative implied equity values it derived for New
Match pro forma for the Transactions by the number of fully diluted
shares of New Match common stock pro forma for the Transactions
estimated to be outstanding as of December 31 for each of the years
2020 to 2022,
which was 280.8 million shares as of December 31, 2020, 285.3
million shares as of December 31, 2021 and
287.1 million shares as of December 31, 2022, in each case
reflecting the midpoint of the range
as provided by the management of Match, and discounted the
resulting implied future share prices to present value as of
September 30, 2019, using an illustrative discount rate of 6.75%,
reflecting an estimate of New Match’s cost of equity pro forma for
the Transactions, to derive a range of illustrative implied present
values per share of New Match common stock pro forma for the
Transactions. Goldman Sachs derived such discount rate by
application of the Capital Asset Pricing Model, which requires
certain company-specific inputs, including a beta for the company,
as well as certain financial metrics for the United States
financial markets generally. This analysis resulted in a range of
illustrative implied present values per share of New Match common
stock pro forma for the Transactions. For the maximum-cash election
scenario, Goldman Sachs calculated a range of illustrative implied
values for the pro forma value to be received per Match Share in
the Match merger by adding (i) $3.00 and (ii) the illustrative
implied present values per share of New Match common stock pro
forma for the Transactions derived from the analysis above. For the
all-stock election scenario, Goldman Sachs calculated a range of
illustrative implied values for the pro forma value to be received
per Match Share in the Match merger by multiplying (i) the
illustrative implied present values per share of New Match common
stock pro forma for the Transactions derived from the analysis
above by (ii) the sum of (a) one and (b) a fraction equal to the
quotient, rounded to four decimal places, of $3.00 divided by
$68.04 (representing the closing price of Match common stock on
December 17, 2019, less $3.00). This analysis resulted in a range
of illustrative present values for the pro forma value to be
received per Match Share in the Match merger of (i) $66.20 to
$103.29 for the maximum-cash election scenario and (ii) $65.99 to
$104.71 for the all-stock election scenario.
[Remainder
of Page Intentionally Left Blank]
The disclosure in the section “Certain Unaudited Prospective
Financial of Match” is hereby modified by amending and restating
(with new text underlined) the below portion of such section in the
sub-sections “Match Financial Projections” beginning on page 172 of
the joint proxy statement/prospectus .
Match Financial Projections
A summary of the Match financial projections (other than unlevered
free cash flow) is set forth below. All amounts are expressed in
millions of dollars. Unlevered free cash flow amounts noted below
were not prepared by Match management, but were calculated by
Goldman Sachs using the Match financial projections and were
approved for Goldman Sachs' use by the Match separation committee.
Unlevered free cash flow was used by Goldman Sachs in connection
with its discounted cash flow analyses described in the section
entitled "The Separation—Opinion of Financial Advisor to the Match
Separation Committee".
Match Status Quo Financial Projections
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Three months ended Dec. 31, |
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Year Ending December 31, |
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2019 |
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2020E |
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2021E |
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2022E |
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2023E |
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2024E |
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Revenue
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$ |
549 |
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$ |
2,427 |
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$ |
2,827 |
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$ |
3,239 |
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$ |
3,645 |
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$ |
4,067 |
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Adjusted EBITDA(1)
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$ |
209 |
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$ |
919 |
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$ |
1,122 |
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$ |
1,317 |
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$ |
1,482 |
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$ |
1,653 |
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Interest Expense
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$ |
(20) |
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$ |
(74) |
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$ |
(60) |
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$ |
(49) |
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$ |
(32) |
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$ |
(10) |
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Cash Taxes
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$ |
(8) |
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$ |
(34) |
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$ |
(37) |
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$ |
(167) |
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$ |
(270) |
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$ |
(299) |
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Increases in Working Capital
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$ |
(26) |
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$ |
5 |
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$ |
5 |
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$ |
5 |
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$ |
5 |
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$ |
6 |
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Capital Expenditures
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$ |
(12) |
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$ |
(62) |
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$ |
(52) |
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$ |
(52) |
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$ |
(59) |
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$ |
(66) |
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Levered Free Cash Flow(2)
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$ |
143 |
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$ |
754 |
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$ |
978 |
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$ |
1,054 |
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$ |
1,127 |
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$ |
1,285 |
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Unlevered Free Cash Flow(3)
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$ |
143 |
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$ |
698 |
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$ |
830 |
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$ |
981 |
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$ |
1,080 |
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$ |
1,210 |
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Match Pro Forma Financial Projections
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Three months ended Dec. 31, |
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Year Ending December 31, |
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2019 |
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2020E |
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2021E |
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2022E |
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2023E |
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2024E |
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Revenue
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$ |
549 |
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$ |
2,427 |
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$ |
2,827 |
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$ |
3,239 |
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$ |
3,645 |
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$ |
4,067 |
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Adjusted EBITDA(1)
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$ |
209 |
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$ |
913 |
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$ |
1,122 |
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$ |
1,317 |
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$ |
1,482 |
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$ |
1,653 |
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Interest Expense
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$ |
(20) |
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$ |
(105) |
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$ |
(93) |
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$ |
(75) |
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$ |
(58) |
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$ |
(36) |
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Cash Taxes
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$ |
(8) |
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$ |
(34) |
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$ |
(37) |
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$ |
(104) |
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$ |
(264) |
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$ |
(293) |
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Increases in Working Capital
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$ |
(26) |
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$ |
5 |
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$ |
5 |
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$ |
5 |
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$ |
5 |
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$ |
6 |
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Capital Expenditures
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$ |
(12) |
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$ |
(62) |
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$ |
(52) |
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$ |
(52) |
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$ |
(59) |
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$ |
(66) |
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Levered Free Cash Flow(2)
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$ |
143 |
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$ |
717 |
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$ |
945 |
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$ |
1,091 |
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$ |
1,107 |
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$ |
1,265 |
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Unlevered Free Cash Flow(3)
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$ |
143 |
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$ |
698 |
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$ |
830 |
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$ |
981 |
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$ |
1,080 |
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$ |
1,210 |
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______________________
(1) Adjusted EBITDA is defined as operating income excluding: (1)
stock-based compensation expense; (2) depreciation; and (3)
acquisition-related items consisting of (i) amortization of
intangible assets and impairments of goodwill and intangible
assets, if applicable, and (ii) gains and losses recognized on
changes in the fair value of contingent consideration
arrangements.
(2) Levered Free Cash Flow is defined as Adjusted EBITDA, less cash
interest expense, cash taxes, increases in working capital (if any)
and capital expenditures, plus decreases in working capital (if
any).
(3) Unlevered Free Cash Flow amounts were calculated by Goldman
Sachs for its use in connection with its discounted cash flow
analysis described in the section entitled "The Separation—Opinion
of Financial Advisor to the Match Separation Committee" using the
Match financial projections. Unlevered Free Cash Flow was
calculated by Goldman Sachs as EBITDA (post stock based
compensation), less cash taxes, increases in working capital (if
any) and capital expenditures, plus decreases in working capital
(if any), in each case, as set forth in the Match financial
projections and approved for Goldman Sachs' use by the Match
separation committee.
The summary of the Match financial projections set forth above
should be read together with the historical financial statements of
Match, which have been filed with the SEC, as well as the other
information regarding Match contained elsewhere in this joint proxy
statement/prospectus, including the information regarding Match
incorporated into this joint proxy statement/prospectus by
reference. The Match financial projections were not prepared with a
view toward public disclosure, nor were they prepared with a view
toward compliance with the published guidelines of the SEC or the
guidelines established by the American Institute of Certified
Public Accountants for preparation and presentation of prospective
financial information. Neither Match's independent auditors, nor
any other independent accountants, have compiled, examined, or
performed any procedures with respect to the Match financial
projections summarized above, nor have they expressed any opinion
or any other form of assurance on such information or its
achievability, and assume no responsibility for, and disclaim any
association with, the Match financial projections. The report of
Match's independent registered public accounting firm incorporated
by reference into this joint proxy statement/prospectus relates
only to Match's historical financial information and does not
extend to the prospective financial information and should not be
read to do so.
Match expects that there will be differences between actual and
projected results, and actual results may be materially greater or
materially less than those contained in the Match financial
projections given numerous risks and uncertainties, including but
not limited to the factors listed under the section entitled "Risk
Factors" beginning on page 20 of this joint proxy
statement/prospectus, as well as those set forth in Match's filings
with the SEC, including its Annual Report on Form 10-K for the
fiscal year ended December 31, 2019. See the section entitled
"Where You Can Find More Information." All projections are
forward-looking statements, and these and other forward-looking
statements are expressly qualified in their entirety by the risks
and uncertainties identified in these reports, in the section of
this joint proxy
statement/prospectus entitled "Cautionary Statement Regarding
Forward-Looking Statements" and in any other filings with the
SEC.
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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 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.
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.
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MATCH GROUP, INC. |
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By: |
/s/ Gary Swidler |
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Gary Swidler |
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Chief Operating Officer and Chief Financial Officer |
Date: June 15, 2020
IAC InterActiveCorp (NASDAQ:IAC)
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IAC InterActiveCorp (NASDAQ:IAC)
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