IAC/InterActiveCorp (NasdaqGS:IAC) (IAC) announced the spin-off of 93% stake in Vimeo, Inc. on December 22, 2020. Under the terms, shareholders of IAC/InterActiveCorp will receive 1.6235 share for each share. 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, Inc. stock.

Upon completion, Vimeo, Inc., will become an independent, separately-traded public company, the 11th such company to emerge from IAC and its predecessors. Vimeo, Inc. had total assets of $0.28 million and total shareholders' deficit of $0.009 million. IAC common stock currently trades on the NASDAQ under the ticker symbol “IAC” and IAC expects that it will continue to do so after the spin-off.

Joey Levin, Adam Gross, Alesia Haas, Kendall Handler, Ida Kane, Mo Koyfman, Spike Lee, Nabil Mallick, Glenn Schiffman, Anjali Sud and George C. Wolfe will be Vimeo's post-spin Board of Directors. The proposed transaction is subject to number of conditions including final approval by IAC/InterActiveCorp's Board of Directors, approval of the separation proposal by IAC stockholders, Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of a tax opinion. IAC plans to hold a stockholder meeting in the first quarter of 2021 to review and approve a proposal to implement the spin-off.

On December 22, 2020, the Board of Directors of IAC unanimously approved and recommends that IAC stockholders vote for the transaction. IAC's Board of Directors has set April 6, 2021 as the record date for the annual meeting. As of May 14, 2021, IAC/InterActiveCorp shareholders approved the transaction.

Vimeo applied to list the common stock on The Nasdaq Global Select Market and has accordingly reserved the ticker symbol “VMEO”. The transaction is expected to occur in the second quarter of 2021. Vimeo is expected to trade on May 25, 2021.

Georgeson LLC acted as the proxy solicitor for IAC/InterActiveCorp. Jenna Levine and Andrew Nussbaum of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor for IAC/InterActiveCorp.