NEW YORK and DALLAS, June 25,
2020 /PRNewswire/ -- IAC (NASDAQ: IAC) ("IAC") and Match
Group, Inc. (NASDAQ: MTCH) ("Match Group") today announced that at
their respective stockholder meetings held today, IAC and Match
Group stockholders voted to approve all proposals required to
complete the separation of Match Group from the remaining
businesses of IAC 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 Group, IAC
Holdings, Inc. ("New IAC"), and Valentine Merger Sub LLC, including
a vote of a majority of the shares held by the disinterested
stockholders of Match Group.
IAC and Match Group anticipate that the separation will be
completed after the close of business on June 30, 2020, subject to the satisfaction or
waiver of all closing conditions.
The final vote results on the proposals voted on at the IAC
annual meeting and the Match Group special meeting will be set
forth in separate Form 8-Ks filed by each of IAC and Match Group
upon final certification by each company's 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 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 Group. 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 Group. The Form S-4
was declared effective by the SEC on April
30, 2020, and IAC and Match Group commenced mailing the
joint proxy statement/prospectus to stockholders of IAC and
stockholders of Match Group on or about May
4, 2020. Each party will file other documents regarding the
proposed transaction with the SEC. IAC, New IAC and Match
Group 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 GROUP 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 Group (when they become available) may
be obtained free of charge on Match Group's website
at www.mtch.com.
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 Group'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 Group 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 Group'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 Group 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 Group have filed with the SEC,
competition, Match Group'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, Match Group's 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 Group 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 Group 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 Group, and other
circumstances beyond IAC's and Match Group'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 Group'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
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SOURCE IAC; Match Group