Item 8.01. Other Events.
On June 10, 2020, IAC/InterActiveCorp ("IAC" or the "Company") and Match Group,
Inc. ("Match") issued a joint press release announcing that the anticipated
election deadline for record holders of shares of Match common stock (other than
IAC, Match and their wholly owned subsidiaries) in connection with the
previously announced proposed separation of the businesses of Match from the
remaining businesses of IAC is 5:00 p.m. New York City time on June 18, 2020.
Holders of Match common stock may elect to receive their consideration either
entirely in stock or in a combination of stock and cash. The completion of the
separation remains subject to the satisfaction of certain closing conditions,
including the receipt of the requisite approvals from the stockholders of the
Company and Match. 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.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
99.1 Joint Press Release, dated June 10, 2020.
104.1 Cover Page Interactive Data File-the cover page XBRL tags are
embedded within the Inline XBRL document
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