Press Release
On June 22, 2020, IAC and Match issued a joint
press release announcing the Election Deadline and the payment of cash in lieu of fractional shares. 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.
Additional Tax Disclosure
As described in the Form S-4 (as defined below)
and subject to the assumptions, qualifications, and limitations herein and therein, the U.S. federal income tax consequences of
the Match merger to a U.S. holder (each as defined in the Form S-4) of Match common stock will depend on whether such holder makes
a cash election or additional stock election. A U.S. holder who receives cash in lieu of a fractional share of IAC Class M common
stock (as defined in the Form S-4) in the Match merger will be treated as having sold such fractional share for cash and will recognize
capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. holder’s adjusted
tax basis in such fractional share. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding
period for its Match common stock exceeds one year at the time of the Match merger.
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.