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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR
15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 22, 2020
IAC/INTERACTIVECORP
(Exact name of registrant as specified in
its charter)
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Delaware
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0-20570
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59-2712887
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File No.)
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Identification No.)
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555 West 18th Street, New York, NY
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10011
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (212) 314-7300
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
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(Title of each class)
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(Trading
Symbol(s))
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(Name of each exchange on which
registered)
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Common Stock, par value $0.001
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IAC
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Transaction Agreement
On June 22, 2020, IAC/InterActiveCorp (“IAC”),
Match Group, Inc. (“Match”), IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC
(“New IAC”), and Valentine Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary
of IAC (“New Match Merger Sub”), entered into a letter agreement (the “Amendment”) amending the Transaction
Agreement, dated as of December 19, 2019 and as amended on April 28, 2020, by and among IAC, Match, New IAC and New Match Merger
Sub (the “Transaction Agreement”). Subject to the terms and conditions set forth in the Transaction Agreement, the
businesses of Match will be separated from the remaining businesses of IAC through a series of transactions (the “Separation”)
that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies: (1) IAC, which will
be re-named “Match Group, Inc.” (referred to in this report as “New Match”) and which will own the businesses
of Match and certain IAC financing subsidiaries, and (2) New IAC, which will be re-named “IAC/InterActiveCorp” and
which will own IAC’s other businesses. IAC is currently the indirect owner of a majority equity stake in Match.
The Amendment revises the treatment of fractional
shares that would otherwise be issuable to record holders of Match common stock in the Separation to provide that such holders
will receive cash in lieu of fractional shares.
The Amendment also provides for an extension
of the election deadline for record holders of shares of Match common stock (other than IAC, Match and their wholly owned subsidiaries)
in connection with the Separation to 5:00 p.m. New York City time on June 25, 2020 (the “Election Deadline”).
Except as modified by the Amendment, the terms
of the Transaction Agreement and Amendment to the Transaction Agreement in the form filed by IAC as Exhibit 2.1 to the Current
Report on Form 8-K filed by IAC on December 20, 2019 and Exhibit 2.1 to the Current Report on Form 8-K filed on April 28, 2020,
respectively, with the U.S. Securities and Exchange Commission are unchanged.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 2.1 and is incorporated by reference herein.
Press Release
On June 22, 2020, IAC and Match issued a joint
press release announcing the Election Deadline and the payment of cash in lieu of fractional shares. 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.
Additional Tax Disclosure
As described in the Form S-4 (as defined below)
and subject to the assumptions, qualifications, and limitations herein and therein, the U.S. federal income tax consequences of
the Match merger to a U.S. holder (each as defined in the Form S-4) of Match common stock will depend on whether such holder makes
a cash election or additional stock election. A U.S. holder who receives cash in lieu of a fractional share of IAC Class M common
stock (as defined in the Form S-4) in the Match merger will be treated as having sold such fractional share for cash and will recognize
capital gain or loss in an amount equal to the difference between the amount of cash received and such U.S. holder’s adjusted
tax basis in such fractional share. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding
period for its Match common stock exceeds one year at the time of the Match merger.
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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 2 to Transaction Agreement, dated as of June 22, 2020, by and among IAC/InterActiveCorp, Match Group, Inc., IAC Holdings, Inc. and Valentine Merger Sub LLC.
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99.1
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Joint Press Release, dated June 22, 2020.
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104
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The cover page from this Current Report on Form 8-K, formatted
in Inline XBRL
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IAC/INTERACTIVECORP
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By:
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/s/ Gregg Winiarski
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Name:
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Gregg Winiarski
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Title:
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Executive Vice President, General Counsel & Secretary
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Date: June 22, 2020
Exhibit 2.1
Execution Version
June 22, 2020
Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
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Re:
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Amendment No. 2 to Transaction Agreement.
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Attn:
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Ladies and Gentlemen:
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1.
Reference is made to that certain Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020
(the “Transaction Agreement”), by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”),
IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC (“New IAC”), Valentine
Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IAC (“New Match Merger
Sub”), and Match Group, Inc., a Delaware corporation (“Match”). IAC, New IAC, New Match Merger Sub
and Match are referred to together as the “Parties”.
2.
The Parties hereby agree that the “Election Deadline” shall be 5:00 p.m. (New York City time) on June
25, 2020.
3.
The Parties hereby amend and restate Section 3.01(e)(ii) of the Transaction Agreement in its entirety to read as follows:
“Holders of Match Capital
Stock. The Agent and New Match shall, as soon as practicable after the Closing, (i) determine the number of whole shares and
fractional shares of New Match Common Stock that each former Non-IAC Match Shareholder is entitled to receive in connection with
the consummation of the Match Merger and (ii) (A) aggregate all such fractional shares of all such holders into whole shares and
sell the whole shares obtained thereby in open market transactions at then-prevailing trading prices on behalf of such holders
to whom fractional shares otherwise would have been issued and (B) in lieu of delivering such fractional shares to such holders,
deliver to each such holder, or for the benefit of each beneficial owner who otherwise would have been entitled to receive fractional
shares, such holder’s or beneficial owner’s ratable share of the net proceeds of such sales, based upon the average
gross selling price per share of New Match Common Stock after making appropriate deductions for any amount required to be withheld
under applicable Law as contemplated in Section 3.03 and less any brokers’ charges, commissions or transfer Taxes.
The Agent, in its sole discretion, will determine the timing and method of selling such shares, the selling price of such shares
and the broker-dealer through which such shares will be sold; provided, however, that the designated broker-dealer
is not an Affiliate of New IAC or New Match. No interest will accrue on the proceeds from the sale of such shares. New IAC and
New Match agree that the determination of the number of whole shares and fractional shares of New Match Common Stock entitled to
be received in respect of Match Non-Electing Shares shall be calculated on an aggregate level with respect to each holder of record
of Match Non-Electing Shares, without regard to the number of beneficial holders of such shares.”
4.
The Parties hereby amend and restate Section 3.01(f)(iii) of the Transaction Agreement in its entirety to read as follows:
“Until surrendered as contemplated
by Section 3.01(d) of this Agreement, each certificate or book-entry that formerly represented shares of Match Capital Stock
immediately prior to the Match Merger Effective Time (other than any shares to be cancelled pursuant to Section 2.03(d)(ii))
shall be deemed, from and after the Match Merger Effective Time, to represent the right to receive upon such surrender (x) subject
to Section 3.01(e), the applicable number of shares of New Match Common Stock and the applicable amount of cash, if any,
which the holder of such shares was entitled to receive, in respect of such shares under Section 2.03(d) of this Agreement
and (y) cash in lieu of fractional shares, if any, pursuant to Section 3.01(e)(ii) and in respect of any dividends or other
distributions pursuant to Section 3.01(h).”
5.
The Parties hereby amend and restate Section 3.01(h) of the Transaction Agreement in its entirety to read as follows:
“Treatment of Unexchanged
Shares. No dividends or other distributions declared or made with respect to a class or series of capital stock issuable in
connection with the Transactions with a record date after the Closing Date shall be paid to the holder of any unsurrendered certificate
(or shares held in book-entry form) with respect to the shares of such class or series of capital stock issuable upon surrender
thereof, and no cash payment or cash in lieu of fractional shares shall be paid to any such holder pursuant to Section
3.01(e)(i) or Section 3.01(e)(ii), until the surrender of such certificate (or shares held in book-entry form) in accordance
with this Article III. Subject to escheat, Tax or other applicable Law, following surrender of any such certificate
(or shares held in book-entry form), there shall be paid to the holder of the certificate representing whole shares of the applicable
class of capital stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash
payable in lieu of a fractional share of such class of capital stock to which such holder is entitled pursuant to Section
3.01(e)(i) or Section 3.01(e)(ii) and the amount of dividends or other distributions with a record date after the
Closing Date theretofore paid with respect to such whole shares of such class of capital stock and (ii) at the appropriate payment
date, the amount of dividends or other distributions with a record date after the Closing Date but prior to such surrender and
a payment date subsequent to such surrender payable with respect to such whole shares of such class of capital stock.”
6.
The Parties hereby amend and restate Section 3.01(j)(ii) of the Transaction Agreement in its entirety to read as follows:
“New Match Exchange
Fund. The Agent shall invest any cash in the Exchange Fund that is payable as the cash portion of the Cash/Stock Merger Consideration
Amount or that is payable in respect of New Match Common Stock (or, before it is renamed pursuant to the Post-Merger Amendments
to the New Match Charter, IAC Class M Common Stock) as dividends or other distributions payable pursuant to Section 3.01(h) as
directed by New Match. Any interest and other income resulting from such investments shall be paid to New Match. Any portion of
the Exchange Fund that consists of any Cash/Stock Election Merger Consideration Amount or New Match Common Stock (or cash in lieu
of fractional shares or any dividends or other distributions payable with respect to shares of New Match Common Stock, together
with any interest received with respect thereto) (collectively, the “New Match Exchange Fund”) that remains
undistributed for 180 days after the Closing Date shall be delivered to New Match, upon demand, and any former holder of IAC Capital
Stock or Match Capital Stock who has not theretofore complied with this Article III shall thereafter look only
to New Match for payment of its claims for such Cash/Stock Election Merger Consideration Amount, such cash in lieu of fractional
shares and such shares of New Match Common Stock, any dividends and distributions with respect to shares of New Match Common Stock
to which such holder is entitled pursuant to this Article III, in each case without any interest thereon. Any portion
of the New Match Exchange Fund which remains undistributed to the holders of certificates (or shares held in book-entry form) for
one year after the Closing Date (or immediately prior to such earlier date on which the New Match Exchange Fund would otherwise
escheat to, or become the property of, any Governmental Authority), shall, to the extent permitted by applicable Law, become the
property of New Match, free and clear of all claims or interest of any Person previously entitled thereto. The Agent Agreement
shall provide for the Agent to hold the New Match Exchange Fund and the New IAC Exchange Fund separate and apart from each other.”
7.
This letter agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.
The provisions of Sections 13.02, 13.03, 13.05–13.09 and 13.11–13.15 of the Transaction Agreement shall apply to this
letter agreement, mutatis mutandis, as if such provisions were set forth in this letter agreement in their entirety. Except
as specifically provided herein, this letter agreement shall not constitute an amendment, modification or waiver of any provision
of the Transaction Agreement, which shall continue and remain in full force and effect in accordance with its terms.
[Signature Page Follows]
If you are in agreement
with the foregoing, please so indicate by signing and returning one copy of this letter agreement, which will constitute our agreement
with respect to the matters set forth herein.
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Very truly
yours,
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IAC/INTERACTIVECORP
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By:
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/s/ Gregg Winiarski
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Name:
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Gregg Winiarski
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Title:
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Executive Vice President,
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General Counsel and Secretary
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IAC
HOLDINGS, INC.
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By:
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/s/ Gregg Winiarski
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Name:
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Gregg Winiarski
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Title:
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Executive Vice President,
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General Counsel and Secretary
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VALENTINE
MERGER SUB LLC
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By:
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/s/ Gregg Winiarski
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Name:
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Gregg Winiarski
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Title:
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Vice President and Secretary
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Accepted, confirmed, and agreed to as of the date first written above:
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MATCH
GROUP, INC.
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By:
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/s/ Jared F. Sine
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Name:
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Jared F. Sine
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Title:
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Chief Legal Officer and
Secretary
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[Signature Page to Transaction Agreement
Amendment]
Exhibit 99.1
IAC and Match
Group Announce Extension of Election Deadline for Match Stockholders to Elect Form of Consideration; Technical Change to Treatment
of Fractional Shares; Closing of Separation Expected by June 30th
NEW YORK
and DALLAS, June 22, 2020—IAC (NASDAQ: IAC) (“IAC”) and Match Group (NASDAQ: MTCH) (“Match”)
today announced that they have agreed to modify the treatment of fractional shares in the separation of IAC and Match (the “Separation”)
and have extended the deadline (the “Election Deadline”) for stockholders of Match to elect the form of consideration
they wish to receive in connection with the Separation until 5:00 p.m., New York City time, on June 25, 2020.
Specifically,
IAC and Match announced that all Match stockholders will now receive cash in lieu of fractional shares of post-Separation Match
Group (after aggregating all fractional shares that would otherwise be issuable to such holder). The parties executed an amendment
to the Transaction Agreement, dated as of December 19, 2019 and as amended (the “Transaction Agreement”), by and among
IAC, Match, IAC Holdings, Inc. (“New IAC”), and Valentine Merger Sub LLC to effect this change.
Except for
the amendment described above, the terms of the Transaction Agreement are unchanged. The new Election Deadline does not alter
the deadline for stockholders of Match or IAC to vote on the proposals to be presented for approval at their respective upcoming
stockholder meetings or the measurement period for any calculations in the Transaction Agreement. IAC’s annual meeting of
stockholders and Match’s special meeting of stockholders to approve matters relating to the proposed Separation are still
scheduled to be held on June 25, 2020. The parties expect to complete the Separation by June 30, 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.
Election
Procedures
A more detailed
description of the consideration to which Match stockholders are entitled and the procedures applicable to elections is contained
in the Joint Proxy Statement/Prospectus dated April 30, 2020, copies of which may be obtained for free by following the instructions
below.
Match stockholders
who have previously made elections and do not wish to change them need not take any action, as any elections made prior to the
previously announced election deadline will continue to be valid unless withdrawn. Match stockholders wishing to make an election
must deliver a properly completed Election Form (along with all other documents and materials referred to in the Election Form)
to Computershare Trust Company, N.A., the exchange agent, no later than the Election Deadline of 5:00 p.m., New York City time,
on June 25, 2020. Match stockholders wishing to withdraw or change an election must also do so by the same Election Deadline.
Stockholders of Match who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline than
the Election Deadline for making their elections, based on the instructions of their brokers, banks or other nominees or trustees,
and should carefully read such instructions regarding making an election. Match stockholders are encouraged to consult with their
broker, bank or other nominee as soon as possible regarding these instructions.
The Election
Form was sent to Match stockholders on or about May 11, 2020. Match stockholders may obtain additional copies of the election
materials by contacting MacKenzie Partners, Inc., at 800-322-2885 (Toll-Free), 212-929-5500 or proxy@mackenziepartners.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 also has majority ownership of both Match Group, which
includes Tinder, Match, PlentyOfFish, OkCupid and Hinge, and 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.
About Match
Group
Match
Group (NASDAQ: MTCH), through its portfolio companies, is a leading provider of dating products available globally. Our portfolio
of brands includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®,
Pairs™, PlentyOfFish®, and OurTime®, as well as a number of other brands, each designed to
increase our users’ likelihood of finding a meaningful connection. Through our portfolio companies and their trusted brands,
we provide tailored products to meet the varying preferences of our users. Our products are available in over 40 languages to
users all over the world.
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 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 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 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.
Contact
Us
IAC
Investor Relations
Mark Schneider
(212) 314-7400
Match
Group Investor Relations
Lance Barton
(212) 314-7400
IAC
Corporate Communications
Valerie Combs
(212) 314-7361
Match
Group Corporate Communications
Justine Sacco
(212) 314-7400
SOURCE
IAC; Match Group