Placement Agency Agreement
In connection with
the Offering, the Company also entered into a Placement Agency Agreement, dated June 9, 2020, with J.P. Morgan Securities
LLC and Allen & Company LLC, as placement agents (collectively, the “Placement Agents”). Pursuant to the Placement
Agency Agreement, the Company estimates that it will pay fees to the Placement Agents in an aggregate amount of $9,952,606 upon
and subject to the closing of the Offering. The placement agents are generally responsible for the payment of their own expenses
in connection with the Offering.
Press Release
On June 9, 2020,
the Company issued a press release announcing the Offering. The full text of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
This Current Report
on Form 8-K shall not constitute an offer to sell or a solicitation to buy any shares of Class M common stock, nor shall
there be any offer or sale in any state or 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
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. 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. 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. Each party will file other documents regarding the proposed transaction with the SEC. IAC, New IAC and Match 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 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 (when they become
available) may also be obtained free of charge on Match’s website at www.mtch.com.
Participants in the
Solicitation
IAC and Match and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their respective
shareholders in favor of the proposed transaction under the rules of the SEC. 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. Information
about Match’s directors and executive officers is available in Match’s Annual Report on Form 10-K for the year
ended December 31, 2019, as amended by Match’s Form 10-K/A filed with the SEC on April 29, 2020. 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.
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’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 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’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 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 have filed with
the SEC; competition; Match’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; the companies’ 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 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 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; and other circumstances beyond IAC’s and Match’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’s filings with the SEC, including the joint proxy statement/prospectus.