Item 1.01. Entry into a Material Definitive Agreement.
On
As previously announced, on
The Separation, if completed, will result in (x) the pre-transaction
stockholders of IAC owning shares in two, separate public companies-(1) IAC,
which will be renamed "
If the Separation is completed:
o Match will merge with and into New Match Merger Sub, with New Match Merger Sub
surviving the merger as an indirect wholly-owned subsidiary of New Match. New
Match will own the businesses of Match and certain IAC financing subsidiaries.
o New Match will have a single class of "one share, one vote" common stock (the
IAC Class M common stock, which will, upon completion of the Separation, be
renamed "common stock" of New Match);
o IAC stockholders will receive, through a series of steps (the
"Reclassification"), in exchange for each outstanding share of IAC common
stock, par value
Class B common stock, par value
hold:
§ One share of a class of common stock of New IAC having substantially the same
powers, preferences and rights as the IAC common stock being exchanged or IAC Class B common stock being exchanged; and
§ A number of shares of the IAC Class M common stock equal to what we refer to as
the "Reclassification Exchange Ratio." The Reclassification Exchange Ratio will be calculated at the separation closing as follows:
· the total number of shares of Match common stock and Match Class B common stock
owned by IAC immediately before the Separation, subject to specified adjustments relating to the allocation of certain assets and liabilities between New Match and New IAC, among other adjustments,
· divided by the total number of shares of IAC common stock and IAC Class B
common stock outstanding immediately before the Separation.
o Match stockholders (other than IAC and its subsidiaries) will receive, through
a merger, in exchange for each outstanding share of Match common stock that
they hold, the right to receive one share of Class M common stock and, at the
holder's election, either (i)
Class M common stock with a value of
volume-weighted average trading price of shares of Match common stock for the
ten consecutive NASDAQ trading days ending on the fifth NASDAQ trading day
immediately before the date on which the Separation is completed, minus
(an "additional stock election"). Holders of Match common stock who do not make
an election will be treated as having made an additional stock election.
In accordance with Reclassification Exchange Ratio adjustments provided for in the Transaction Agreement, the aggregate number of shares of IAC Class M common stock that IAC stockholders will receive in connection with the Reclassification will be reduced by the number of shares of Class M common stock sold in the Offering if the Offering is completed.
The aggregate gross proceeds of the Offering are expected to be approximately
The closing of the Offering is conditioned on the consummation of the Separation
and on the approval of the Class M common stock for listing on the NASDAQ. The
completion of the Separation is 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 at meetings currently
scheduled to be held on
The Company offered the Shares pursuant to a prospectus supplement dated
The foregoing description of the Subscription Agreements and the Transaction
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the form of Subscription Agreement, which is filed
as Exhibit 10.1 hereto and is incorporated herein by reference, and the
Transaction Agreement, including the amendment to the Transaction Agreement,
which were previously filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed on
Item 8.01. Other Events. Placement Agency Agreement
In connection with the Offering, the Company also entered into a Placement
Agency Agreement, dated
Press Release
On
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation to buy any shares of Class M common stock, nor shall there be any offer or sale in any state or 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 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
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
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
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Form of Subscription Agreement 99.1 Press Release issued onJune 9, 2020 byIAC/InterActiveCorp 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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