NEW YORK, May 14, 2021 /PRNewswire/ -- IAC
(NASDAQ: IAC) today announced that, at its stockholder meeting held
today, IAC stockholders voted to approve the separation of Vimeo
from the remaining businesses of IAC.
IAC anticipates the spin-off will be completed prior to the open
of business on Tuesday, May 25, 2021,
subject to the satisfaction or waiver of all closing conditions,
and that Vimeo will begin trading on Nasdaq (ticker symbol "VMEO")
that day. Subject to the final approval of the IAC board of
directors, IAC expects that Vimeo will trade on Nasdaq on a
"when-issued" basis (ticker symbol "VMEOV") from May 18 through May 24, 2021.
The final vote results on all proposals voted on at the annual
meeting will be set forth in a Form 8-K filed by IAC upon final
certification by the inspector of elections.
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 has majority ownership of Angi Inc., which also
includes HomeAdvisor Powered by Angi and Handy. The Company is
headquartered in New York City and
has business operations and satellite offices worldwide.
Cautionary Statement Regarding Forward-Looking
Information
This communication may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. The use of words such as "anticipates," "estimates,"
"expects," "plans" and "believes," among others, generally identify
forward-looking statements. These forward-looking statements
include, among others, statements relating to: IAC's future
financial performance, business prospects and strategy, including
the possibility of separating Vimeo, Inc. ("Vimeo") from IAC,
anticipated trends and prospects in the industries in which IAC's
businesses operate and other similar matters. Actual results could
differ materially from those contained in these forward-looking
statements for a variety of reasons, including, among others: (i)
our ability to market our products and services in a successful and
cost-effective manner, (ii) the display of links to websites
offering our products and services in a prominent manner in search
results, (iii) changes in our relationship with (or policies
implemented by) Google, (iv) our continued ability to market,
distribute and monetize our products and services through search
engines, digital app stores and social media platforms, (v) the
failure or delay of the markets and industries in which our
businesses operate to migrate online and the continued growth and
acceptance of online products and services as effective
alternatives to traditional products and services, (vi) our
continued ability to develop and monetize versions of our products
and services for mobile and other digital devices, (vii) our
ability to establish and maintain relationships with quality and
trustworthy service professionals and caregivers, (viii) the
ability of Angi Inc. to successfully implement its brand initiative
(which could involve substantial costs, including as a result of a
continued negative impact on its organic search placement) and
expand Angi Services (its pre-priced offering), (ix) our ability to
engage directly with users, subscribers, consumers, service
professionals and caregivers directly on a timely basis, (x) our
ability to access, collect and use personal data about our users
and subscribers, (xi) the ability of our Chairman and Senior
Executive, certain members of his family and our Chief Executive
Officer to exercise significant influence over the composition of
our board of directors, matters subject to stockholder approval and
our operations, (xii) our inability to freely access the cash of
Angi Inc. and its subsidiaries, (xiii) dilution with respect to our
investment in Angi Inc., (xiv) certain risks relating to our Vimeo
business (its total addressable market may be smaller than
expected, it may not have the right product/market fit, its ability
to convert free users into subscribers, its ability to scale its
business effectively, service interruptions and increased hosting
and delivery costs), (xv) our ability to compete, (xvi) adverse
economic events or trends (particularly those that adversely impact
advertising spending levels and consumer confidence and spending
behavior), either generally and/or in any of the markets in which
our businesses operate, (xvii) our ability to build, maintain
and/or enhance our various brands, (xviii) the impact of the
COVID-19 outbreak on our businesses, (xix) our ability to protect
our systems, technology and infrastructure from cyberattacks and to
protect personal and confidential user information, as well as
cyberattacks experienced by third parties, (xx) the occurrence of
data security breaches and/or fraud, (xxi) increased liabilities
and costs related to the processing, storage, use and disclosure of
personal and confidential user information, (xxii) the integrity,
quality, efficiency and scalability of our systems, technology and
infrastructure (and those of third parties with whom we do
business), (xxiii) changes in key personnel and (xxiv) certain
risks related to the Spin-off (the market price of IAC securities
could decline if the Spin-off is not completed, some or all of the
expected benefits from the Spin-off may not be achieved, increased
vulnerability to changing market conditions as a smaller, less
diversified company following the completion of the Spin-off, the
failure of the Spin-off to qualify as a transaction generally
tax-free for U.S. federal income tax purposes, certain conflicts of
interest, the value of IAC and Vimeo securities following the
Spin-off might be less than the value of IAC securities before the
completion of the Spin-off and decreases in the market price of IAC
securities following the completion of the Spin-off for a variety
of reasons, among other risks). Certain of these and other
risks and uncertainties are discussed in IAC's filings with the
SEC. Other unknown or unpredictable factors that could also
adversely affect IAC's business, financial condition and results of
operations may arise from time to time. In light of these risks and
uncertainties, these forward-looking statements may not prove to be
accurate. Accordingly, you should not place undue reliance on these
forward-looking statements, which only reflect the views of IAC's
management as of the date of this letter. IAC does not
undertake to update these forward-looking statements.
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, 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, Vimeo Holdings and
Vimeo. In connection with the proposed transaction, IAC and Vimeo
Holdings have filed with the SEC a joint registration statement on
Form S-4/A (the "Form S-4") that includes a proxy
statement/prospectus of IAC, and a consent solicitation statement
of Vimeo, and IAC and Vimeo Holdings may file one or more other
documents with the SEC. The Form S-4 was declared effective by the
SEC on April 8, 2021. Each of IAC and
Vimeo has mailed or otherwise made available the definitive proxy
statement/prospectus/consent solicitation statement to its
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 VIMEO ARE URGED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/CONSENT SOLICITATION
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY 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 may be obtained free
of charge on IAC's website at www.iac.com.
Contact Us
IAC Investor Relations
Mark
Schneider
(212) 314-7400
IAC Corporate Communications
Valerie Combs
(212) 314-7361
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SOURCE IAC