IAC Makes Preliminary Proposal for Match Group Separation
NEW YORK, Oct. 11, 2019 /PRNewswire/ -- IAC (NASDAQ: IAC) announced today that it has made a preliminary proposal to the special committee of disinterested directors formed by the Match Group (NASDAQ: MTCH) Board of Directors for a transaction that would result in the full separation of Match Group from the remaining businesses of IAC. This follows IAC's August announcement that it was considering a separation of Match Group.
In the proposed transaction, IAC would effectively distribute its shares in Match Group to IAC's stockholders, resulting in two independent public companies. The transaction, which would be structured to be tax-free to IAC, Match Group and their respective stockholders, would also eliminate the dual-class common stock structure at Match Group, with all pre-transaction stockholders of Match Group and IAC receiving a single class of "one share/one vote" capital stock of the resulting Match Group. Pre-transaction stockholders of IAC would receive stock in new IAC replicating their current interest in IAC.
Additional aspects of the proposal are described in an amendment to IAC's Schedule 13D with respect to Match Group, filed today with the Securities and Exchange Commission.
"Today IAC proposed an important first step in the separation of Match Group from IAC," said Joey Levin, CEO, IAC. "IAC is confident that the proposal communicated to the Match Group special committee provides strong footing for Match Group to begin its journey as a thriving, independent company."
"As it relates to evaluating our ownership stake in ANGI Homeservices," Mr. Levin continued, "we don't currently expect to turn our attention to the question of a spin-off until a Match Group transaction has been completed."
IAC's willingness to proceed with any Match Group separation transaction is conditioned upon the approval of the IAC Board of Directors; a favorable recommendation of the Match Group special committee; any required approvals of stockholders of both IAC and Match Group; and approval by the disinterested stockholders of Match Group, among other customary conditions.
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.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release 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 Match Group from IAC, whether any agreement will be reached with respect to any separation transaction, the potential terms of any such transaction, statements regarding IAC's intentions with respect to its investment in ANGI Homeservices 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: the risks inherent in separating Match Group from IAC (including uncertainties related to, among other things, whether any agreement will be reached to proceed with a transaction, whether IAC will determine to proceed with any such transaction if an agreement can be reached, the final terms and conditions of any such transaction if such an agreement is reached, the costs and expected benefits of the proposed transaction, the expected timing of the transaction or whether it will be completed, whether any conditions to the transaction can be satisfied, the expected tax treatment of the transaction, and the impact of the transaction on the businesses of IAC and Match Group), any change in IAC's intention with respect to its investment in ANGI Homeservices, our continued ability to successfully market, distribute and monetize our products and services, the failure or delay of the markets and industries in which our businesses operate to migrate online, our ability to build, maintain and/or enhance our various brands, our ability to develop and monetize versions of our products and services for digital devices, adverse economic events or trends, our continued ability to communicate with users and consumers via e-mail (or other sufficient means), our ability to successfully offset increasing digital app store fees, our ability to establish and maintain relationships with quality service professionals, changes in our relationship with (or policies implemented by) Google, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, fraud and/or additional regulation involving or impacting credit card payments, the integrity, quality, scalability and redundancy of our systems, technology and infrastructure (and those of third parties with whom we do business), changes in key personnel, our ability to service our outstanding indebtedness, interest rate risk, dilution with respect to our investments in Match Group and ANGI Homeservices, operational and financial risks relating to acquisitions and our continued ability to identify suitable acquisition candidates, our ability to expand successfully into international markets, regulatory changes, and our ability to adequately protect our intellectual property rights and not infringe the intellectual property rights of third parties. Certain of these and other risks and uncertainties are discussed in IAC's filings with the Securities and Exchange Commission. 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 press release. IAC does not undertake to update these forward-looking statements.
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