Since Match Group's initial public offering in 2015, the company has more than doubled subscribers and revenue. 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. Morgan Securities LLC and Allen & Company LLC are serving as placement agents to IAC and are represented by Skadden, Arps, Slate, Meagher & Flom LLP.
IAC, New IAC and Match may file one or more other documents with the SEC. Be a conglomerate and an anti-conglomerate, a business model that has been unique to us.” The Form S-4 was declared effective by the SEC on April 30, 2020, and IAC and Match commenced mailing the joint proxy statement/prospectus to stockholders of IAC and stockholders of Match on or about May 4, 2020. I’m ready to roll up my sleeves and work with the team on their future growth and success.”Shar Dubey will continue to serve as Match Group’s CEO, a position she took at “This is just the largest transaction at the core of our strategy throughout these 25 years,” said IAC Chairman Barry Diller in a statement. The offering is being made pursuant to an effective shelf registration statement, including a prospectus, filed by IAC with the Securities and Exchange Commission ("SEC"), and the documents incorporated by reference therein, each filed by IAC and Match with the SEC. 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.
These documents may be obtained for free by visiting the SEC's website at No Offer or Solicitation / Additional Information and Where to Find ItThis 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. NEW YORK, June 9, 2020 /PRNewswire/ -- IAC (NASDAQ: IAC) today announced that it has entered into agreements with a number of third-party investors for the sale of shares of Class M common stock of IAC in a registered direct placement. “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.”
IAC and Match undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Additional information regarding participants in the proxy solicitations and a description of their direct and indirect interests are included in the joint proxy statement/prospectus and other relevant documents to be filed with the SEC regarding the transaction when they become available.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. With a market cap of $30 billion, Match Group is the largest business IAC has separated in its 25-year history. The agreements with third-party investors announced today provide for the sale of approximately 17 million shares of Class M common stock at a price of $82.00 per share – the equivalent of $85.00 per share, adjusted for the $3.00 per share merger consideration payable to Match shareholders in the Separation transaction (to which the purchasers of the Class M shares will not be entitled). 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, 2019, as amended by IAC's Form 10-K/A filed with the SEC on April 29, 2020, and the joint proxy statement/prospectus. Under the plan that was announced, Match Group shareholders receive one share in the new company along with $3.00 in cash for each share of stock they own, while IAC will receive $3.00 in … Starting today, "new" IAC will trade under the symbol "IAC" and "new" Match Group under the symbol "MTCH." As a result of the separation, Match Group's dual class voting structure has been eliminated and the interest in Match Group formerly held by IAC is now held directly by IAC's shareholders. Wachtell, Lipton, Rosen & Katz is acting as counsel to IAC.
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