NEW YORK and DALLAS,
Dec. 19, 2019 /PRNewswire/
-- IAC (NASDAQ: IAC) and Match Group (NASDAQ: MTCH) announced
today the entry into a definitive agreement providing for the full
separation of Match Group from the remaining businesses of IAC.
The agreement has been approved by the Board of Directors of
each of IAC and Match Group, and was recommended to the Board of
Directors of Match Group by a special committee made up of
disinterested directors.
The transaction is expected to close in the second quarter of
2020 and result in IAC and Match Group becoming two independent
thriving public companies. The transaction, which is expected to be
tax free, will give IAC shareholders direct ownership of Match
Group while capitalizing IAC to pursue new opportunities and
enabling management to focus on undervalued assets within IAC. As a
fully independent company, Match Group will benefit from increased
strategic flexibility, enhanced trading liquidity, and the
eligibility for index inclusion.
"We've long said IAC is the 'anti-conglomerate' – we're not
empire builders. We've always separated out our businesses as
they've grown in scale and maturity and soon Match Group, as the
seventh spin-off, will join an impressive group of IAC progeny
collectively worth $58 billion
today," said Barry Diller, Chairman
and Senior Executive of IAC.
Added Joey Levin, CEO of IAC,
"Match Group is well on its way to standing completely on its own
with a bright future in a big global market, and we're excited to
turn our attention to building the next generation of great
companies. This is the fun part."
"We've grown up tremendously over the last 20 years as part of
IAC, from an innovator in a nascent category to a global leader in
a fast-growing market with millions of users all over the world,"
said Mandy Ginsberg, CEO of Match
Group. "Match Group is in an incredibly strong position as we enter
this transaction and we are ready for the next chapter of the
company's journey."
Details regarding the forthcoming transaction will be provided
in filings by IAC and Match Group with the Securities and Exchange
Commission and in a presentation to investors, which is available
on the investor relations websites of both IAC and Match Group.
Completion of the transaction is subject to a number of
conditions, including approval by a majority of the disinterested
shareholders of Match Group, approval of IAC's shareholders, and
other customary conditions and approvals.
Conference Call Details
IAC and Match Group will audiocast a conference call with
investors and analysts discussing the transaction on Thursday, December 19 at 8:30AM Eastern Time (ET). The live audiocast is
open to the public and can be directly accessed here or by visiting
the investor relations websites of IAC or Match Group.
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 and
Dotdash, 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. Learn more at
www.iac.com.
About Match Group
Match Group (NASDAQ: MTCH), through
its portfolio companies, is a leading provider of dating products
available in over 40 languages to our users all over the world. Our
portfolio of brands includes Tinder, Match, PlentyOfFish, Meetic,
OkCupid, OurTime, Pairs, and Hinge, as well as a number of other
brands, each designed to increase 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.
No Offer or Solicitation / Additional
Information and Where To Find It
This communication is for information 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/InterActiveCorp ("IAC"), IAC Holdings,
Inc. ("New IAC") and Match Group, Inc. ("Match"). In connection
with the proposed transaction, IAC, New IAC and Match intend to
file relevant materials with the Securities and Exchange Commission
(the "SEC"), including a joint registration statement on Form S-4
to be filed by IAC and New IAC that will include a preliminary
joint proxy statement of IAC and Match. The information in the
preliminary joint proxy statement/prospectus will not be complete
and may be changed. Each of IAC and Match will deliver the
definitive joint proxy statement to their shareholders as required
by applicable law. This communication is not a substitute for any
proxy statement 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, 2018, which was filed with the SEC
on March 1, 2019, and IAC's
definitive proxy statement for its 2019 annual meeting of
shareholders, which was filed with the SEC on April 30, 2019. 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, 2018, which was filed with the SEC
on February 28, 2019 and Match's
definitive proxy statement for its 2019 annual meeting of
shareholders, which was filed with the SEC on April 30, 2019. Additional information regarding
participants in the proxy solicitations and a description of their
direct and indirect interests will be included in the proxy
statement/prospectus and the other relevant documents filed with
the SEC when they become available.
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995
This press release and our conference call referenced above may
contain "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 reports that Match and IAC have filed
with the SEC; 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 ability of the parties to
successfully consummate the financing transactions contemplated to
be completed in connection with 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, once filed, 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
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SOURCE IAC; Match Group