Filed
by Insurance Acquisition Corp. pursuant to Rule 425
under
the Securities Act of 1933, as amended,
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Insurance Acquisition Corp.
Commission
File No.: 001-38839
This
filing relates to a proposed business combination involving Insurance Acquisition Corp. and Shift Technologies, Inc.
The
following is a press release that was issued by Shift Technologies, Inc. on September 10, 2020.
Shift
to Add Three Senior Executives with Finance, Product, and Marketing Experience at leading companies
to its Board of Directors
Victoria
McInnis, Adam Nash, and Kellyn Kenny to strengthen company as it leverages consumer preference for
online used car buying
SAN
FRANCISCO, September 10, 2020 — Online used car marketplace Shift Technologies Inc. (“Shift”) today announced
new additions to its planned public-company Board of Directors following the approval and completion of its pending merger with
Insurance Acquisition Corporation (INSU). Victoria McInnis, Kellyn Kenny, and Adam Nash (who became a Director in May) will join
Shift’s existing directors Emily Melton, Manish Patel, Jason Krikorian, as well as Shift’s Co-CEOs Toby Russell and
George Arison on the Board. All three are former executives of global consumer companies including General Motors, Wealthfront,
and Capital One.
“The
addition of Victoria, Adam, and Kellyn is a huge win for Shift as each brings enormous talent, intelligence and breadth of experience
at a critical time in our growth,” said Shift co-CEO George Arison. “We are particularly excited to continue to build
a strong, diverse, and balanced board once we are a public company and leverage the huge market opportunity created by consumers’
growing preference for online car buying.”
"The
addition of our new board members marks a new phase for us as a company, bringing together experienced leaders from diverse backgrounds
to help lead us to further success," said Shift co-CEO Toby Russell.
Ms.
McInnis is a long-time automotive industry senior executive. In her more than 20 years of leadership and broad operational roles
at General Motors, McInnis earned a reputation as a change leader and champion of women’s professional growth. She brings
deep financial expertise, having served as Vice President of Internal Audit and Chief Tax Officer at GM, in addition to serving
as Audit Chair for VectoIQ, the special purpose acquisition company (SPAC) that recently completed its merger with zero-emissions
truck company Nikola. Ms. McInnis earned a Juris Doctor degree and her Bachelor’s Degree from the University of Western
Ontario, and an MBA from the University of Windsor.
Mr.
Nash is a CEO and product leader, investor, and speaker who is a recognized visionary in the development of products that delight
consumers. Adam previously served as CEO and COO of Wealthfront, where he championed the creation of a new category of automated
investment services, growing assets under management from less than $100 million to more than $4 billion. As Vice President of
Product at Dropbox, he led the teams responsible for strategy and management of products that served more than 600 million users.
He also served as Vice President of Product at LinkedIn, responsible for user experience, growth, search, and mobile. Mr. Nash
holds an MBA from the Harvard University School of Business and B.S. and M.S. degrees in computer science from Stanford University.
Ms.
Kenny is a transformational marketing leader with a reputation for accelerating growth inside some of the world's most iconic
consumer brands including Hilton, Microsoft, Uber, as well as Capital One, a leading used car purchase lender. Most recently,
she served as Global CMO for Hilton Worldwide where her teams work across 18 trading brands, 120 countries, and over 100 million
loyalty members led to Hilton's largest annual growth on record. She has extensive expertise in hyper-local marketplace advertising,
the virtuous-cycle of building a loyal customer base, and the network effects of scaled regional and national expansion. She places
a premium on work-place culture, and diversity, inclusion, and belonging. She was a member of Hilton's Senior Leadership Group
during 2018 and 2019 when Fortune named Hilton the #1 Best Place to Work in the US. Ms. Kenny earned an MBA from Northwestern
University’s Kellogg School of Management and a B.A. in Economics from Colgate University.
Caution
Regarding Forward Looking Statements
This
document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking
statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of Insurance Acquisition Corp., Shift Technologies, Inc. or the combined
company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Agreement and Plan of Merger and the proposed business combination contemplated thereby; (2) the
inability to complete the transactions contemplated by the Agreement and Plan of Merger due to the failure to obtain approval
of the stockholders of Insurance Acquisition Corp. or other conditions to closing in the Agreement and Plan of Merger; (3) the
ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Agreement
and Plan of Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Shift Technologies, Inc.
as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and
key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations; (8) the
possibility that Shift Technologies, Inc. may be adversely affected by other economic, business, and/or competitive factors; and
(9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and
Exchange Commission (“SEC”) by Insurance Acquisition Corp. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Insurance Acquisition Corp. and Shift Technologies, Inc. undertake
no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required by law.
Additional
Information About the Transaction and Where to Find It
The
Company has filed with the SEC a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus in
connection with the Merger and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders.
The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus,
and amendments thereto, and to read, when available, the definitive proxy statement/prospectus in connection with the Company’s
solicitation of proxies for its stockholders’ meeting to be held to approve the Merger because the proxy statement/prospectus
contains important information about the Company, Shift and the Merger. The definitive proxy statement/prospectus will be mailed
to stockholders of the Company as of a record date to be established for voting on the Merger. Stockholders will also be able
to obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a request to: Insurance Acquisition Corp., 2929 Arch Street,
Suite 1703, Philadelphia, PA 19104, Attn: Joseph Pooler.
Participants
in Solicitation
The
Company, Shift and certain of their respective directors and officers may be deemed participants in the solicitation of proxies
of the Company’s stockholders with respect to the approval of the Merger. Information regarding the Company’s directors
and officers and a description of their interests in the Company is contained in the preliminary proxy statement/prospectus for
the Merger. Additional information regarding the participants in the proxy solicitation, including Shift’s directors and
officers, and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary
proxy statement/prospectus for the Merger and will be included in the definitive proxy statement/prospectus for the Merger when
available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company
as described above under “Additional Information About the Transaction and Where to Find It.”
In
connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders,
which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders
and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in
connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined,
they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal
prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware
of any material nonpublic information regarding the Company, Shift or their respective securities.
3
Insurance Acquisition (NASDAQ:INSU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Insurance Acquisition (NASDAQ:INSU)
Historical Stock Chart
From Jul 2023 to Jul 2024