NEW YORK, Dec. 22, 2020 /PRNewswire/ -- IAC (NASDAQ: IAC)
announced today its Board of Directors has approved a plan to
spin-off its full stake in Vimeo, the world's leading video
software company, to IAC shareholders. Upon completion, Vimeo will
become an independent, separately-traded public company, the
11th such company to emerge from IAC and its
predecessors. IAC plans to hold a stockholder meeting in the
first quarter of 2021 to review and approve a proposal to implement
the spin-off, which, if approved, is expected to occur in the
second quarter of 2021.
The transaction is anticipated to take the form of a
reclassification of IAC shares, with the effect of IAC stockholders
receiving a proportionate amount of Vimeo stock. The proposed
transaction is intended to qualify as tax-free to IAC and its
stockholders for US federal income tax purposes. Further details
will be provided in a registration statement on Form S-4 relating
to the transaction, which IAC and the new Vimeo holding company
will soon file with the Securities and Exchange Commission.
"The combination of Vimeo's remarkable growth, solid leadership
position, and enormous market opportunity have made clear its
future," said Joey Levin, CEO, IAC.
"It's time for Vimeo to spread its wings and become a great
independent public company."
The separation is expected to afford numerous benefits, such as
the creation of "pure-play" Vimeo equity currency through which the
company could more effectively raise capital as it aims to invest
further in product, technology, enterprise sales and international
expansion and pursue strategic acquisitions.
"We have long believed in the power of video to advance human
expression and transform businesses," said Anjali Sud, CEO of Vimeo. "Today we have a rare
opportunity to help every team and organization in the world
integrate video throughout their operations, across all the ways
they communicate and collaborate. Our all-in-one solution radically
lowers the barriers of time, cost, and complexity that previously
made professional-quality video unattainable. We're ready for this
next chapter and focused on making video far easier and more
effective than ever before."
The proposed transaction is subject to a number of conditions
including final approval by IAC's Board of Directors, approval of
the separation proposal by IAC stockholders, and receipt of a tax
opinion.
About Vimeo
Vimeo is the world's leading all-in-one
video software solution. Our platform enables any professional,
team, and organization to unlock the power of video to create,
collaborate and communicate. We proudly serve our growing community
of over 200 million users — from creatives to entrepreneurs to the
world's largest companies. Learn more at www.vimeo.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 has majority ownership of 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.
Contact Us
IAC Investor Relations
Mark
Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7361
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
This press release may contain "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 Vimeo'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
Vimeo intend, expect, project, believe or anticipate will or may
occur in the future. These statements are often characterized by
terminology such as "believe," "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 Vimeo'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 Vimeo 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 reports that IAC has filed with the SEC;
the risks inherent in separating Vimeo from IAC, including
uncertainties related to, among other things, the costs and
expected benefits of the proposed 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
abandonment of the proposed spin-off (including the failure to
receive any required approvals from the stockholders of IAC), 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 Vimeo; and other
circumstances beyond IAC's and Vimeo'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 filings with the SEC, including, once filed, the proxy
statement/consent solicitation statement/prospectus.
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
separation of Vimeo, Inc. ("Vimeo") from the remaining businesses
of IAC through the spin-off (the "Spin-off") of a new Vimeo holding
company, Vimeo Holdings, Inc. ("Holdings"), and a merger of Vimeo
with a subsidiary of Holdings (the "Merger"). In connection with
the Spin-off and the Merger, IAC and Holdings intend to file
relevant materials with the Securities and Exchange Commission (the
"SEC"), including a joint registration statement on Form S-4 that
will include a preliminary proxy statement of IAC and a preliminary
consent solicitation statement of Vimeo. The information in the
preliminary proxy statement/consent solicitation
statement/prospectus will not be complete and may be changed. IAC
will deliver the definitive proxy statement and Vimeo will deliver
the definitive consent solicitation statement to their respective
stockholders as required by applicable law. This communication is
not a substitute for any proxy statement, consent solicitation
statement or any other document that may be filed with the SEC in
connection with the Spin-off or the Merger.
INVESTORS AND SECURITY HOLDERS OF IAC AND VIMEO ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT/CONSENT SOLICITATION
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 SPIN-OFF
AND MERGER.
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.
Participants in the Solicitation
IAC, Vimeo, Holdings and IAC's directors and executive officers
may be deemed to be participants in the solicitation of proxies
from IAC's stockholders in favor of the proposed Spin-off and the
solicitation of consents from Vimeo's stockholders in favor of the
proposed Merger under the rules of the SEC. Information about IAC's
directors and executive officers is available in the Registration
Statement on Form S-4 which was filed with the SEC by IAC on
April 28, 2020. Additional
information regarding participants in the solicitations and a
description of their direct and indirect interests will be included
in the proxy statement/consent solicitation statement/prospectus
and the other relevant documents filed with the SEC when they
become available.
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SOURCE IAC