As
previously announced, on June 9, 2020, IAC/InterActiveCorp (“IAC” or the “Company”) entered into agreements
with certain institutional investors (the “Investors”) pursuant
to which the Company agreed to issue and sell, and the Investors agreed to purchase, an aggregate of 17,339,035 shares (“Shares”)
of the Company’s Class M common stock, par value $0.001 per share (the “Class M common stock”), in
a registered direct placement (the “Offering”) in connection with the pending separation (the “Separation”)
of IAC and Match Group, Inc. (“Match”). The Company offered the Shares pursuant to a prospectus supplement dated
June 9, 2020, and a shelf registration statement on Form S-3ASR (File No. 333-238046), including the base prospectus, dated May 6, 2020, as contained therein, that was originally filed
with the Securities and Exchange Commission on May 6, 2020.
A copy of the opinion of Wachtell, Lipton, Rosen & Katz
relating to the issuance of the Shares in the Offering is attached hereto as Exhibit 5.1.
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.
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 Group’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 Group 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 Group’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 Group 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 Group have filed with
the SEC, competition, Match Group’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, Match Group’s 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 Group 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 Group
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 Group, and other circumstances
beyond IAC’s and Match Group’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 Group’s filings with the SEC,
including the joint proxy statement/prospectus.