Item 8.01. Other Events.
On June 30, 2020, IAC/InterActiveCorp, a Delaware corporation ("IAC") and Match
Group, Inc., a Delaware corporation ("Match") initiated the corporate steps
required to effect the consummation of the separation of Match from the
remaining businesses of IAC, with the separation to take effect after the close
of business on June 30, 2020, pursuant to the previously announced Transaction
Agreement, dated as of December 19, 2019 and amended on April 28, 2020 and June
22, 2020 (the "Transaction Agreement"), by and among IAC, Match, IAC Holdings,
Inc. ("New IAC"), and Valentine Merger Sub LLC. Upon close of the transaction,
holders of IAC common stock are expected to be entitled to receive one share of
New IAC common stock and 2.1584 shares of "new" Match common stock for each
share of IAC common stock held immediately prior to the transaction. In
addition, IAC and Match, respectively, have requested that the NASDAQ Global
Select Market delist and suspend trading of the common stock of IAC, par value
$0.001 per share (CUSIP: 44919P 508) and the common stock of Match, par value
$0.001 per share (CUSIP: 57665R106).
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 April
28, 2020, IAC and New IAC filed with 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 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.
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.
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