IAC/Interactive Corp (IAC) to Spin-Off Vimeo to IAC Shareholders

December 22, 2020 9:03 AM EST

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IAC (NASDAQ: IAC) announced today its Board of Directors has approved a plan to spin-off its full stake in Vimeo, the world's leading video software company, to IAC shareholders. Upon completion, Vimeo will become an independent, separately-traded public company, the 11th such company to emerge from IAC and its predecessors. IAC plans to hold a stockholder meeting in the first quarter of 2021 to review and approve a proposal to implement the spin-off, which, if approved, is expected to occur in the second quarter of 2021.

The transaction is anticipated to take the form of a reclassification of IAC shares, with the effect of IAC stockholders receiving a proportionate amount of Vimeo stock. The proposed transaction is intended to qualify as tax-free to IAC and its stockholders for US federal income tax purposes. Further details will be provided in a registration statement on Form S-4 relating to the transaction, which IAC and the new Vimeo holding company will soon file with the Securities and Exchange Commission.

"The combination of Vimeo's remarkable growth, solid leadership position, and enormous market opportunity have made clear its future," said Joey Levin, CEO, IAC. "It's time for Vimeo to spread its wings and become a great independent public company."

The separation is expected to afford numerous benefits, such as the creation of "pure-play" Vimeo equity currency through which the company could more effectively raise capital as it aims to invest further in product, technology, enterprise sales and international expansion and pursue strategic acquisitions.

"We have long believed in the power of video to advance human expression and transform businesses," said Anjali Sud, CEO of Vimeo. "Today we have a rare opportunity to help every team and organization in the world integrate video throughout their operations, across all the ways they communicate and collaborate. Our all-in-one solution radically lowers the barriers of time, cost, and complexity that previously made professional-quality video unattainable. We're ready for this next chapter and focused on making video far easier and more effective than ever before."

The proposed transaction is subject to a number of conditions including final approval by IAC's Board of Directors, approval of the separation proposal by IAC stockholders, and receipt of a tax opinion.



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