NEW YORK and DALLAS, June 22,
2020 /PRNewswire/ -- IAC (NASDAQ: IAC) ("IAC") and
Match Group (NASDAQ: MTCH) ("Match") today announced that they have
agreed to modify the treatment of fractional shares in the
separation of IAC and Match (the "Separation") and have extended
the deadline (the "Election Deadline") for stockholders of Match to
elect the form of consideration they wish to receive in connection
with the Separation until 5:00 p.m.,
New York City time, on
June 25, 2020.
Specifically, IAC and Match announced that all Match
stockholders will now receive cash in lieu of fractional shares of
post-Separation Match Group (after aggregating all fractional
shares that would otherwise be issuable to such holder). The
parties executed an amendment to the Transaction Agreement, dated
as of December 19, 2019 and as
amended (the "Transaction Agreement"), by and among IAC, Match, IAC
Holdings, Inc. ("New IAC"), and Valentine Merger Sub LLC to effect
this change.
Except for the amendment described above, the terms of the
Transaction Agreement are unchanged. The new 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 or the measurement period for any
calculations in the Transaction Agreement. IAC's annual
meeting of stockholders and Match's special meeting of stockholders
to approve matters relating to the proposed Separation are still
scheduled to be held on June 25,
2020. The parties expect to complete the Separation by
June 30, 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.
Election Procedures
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.
Match stockholders who have previously made elections and do not
wish to change them need not take any action, as any elections made
prior to the previously announced election deadline will continue
to be valid unless withdrawn. 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 25, 2020. Match stockholders
wishing to withdraw or change an election must also do so by the
same Election Deadline. 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 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.
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