IAC/InterActiveCorp (IAC) Commences Tender Offer For All Outstanding Shares Of Care.com (CRCM)

January 13, 2020 4:40 PM

(Updated - January 13, 2020 4:40 PM EST)

IAC/InterActiveCorp (NASDAQ: IAC) ("IAC") and Care.com, Inc. (NYSE: CRCM) ("Care.com") today announced that IAC's wholly-owned subsidiary, Buzz Merger Sub Inc. ("Merger Sub"), has commenced its previously announced tender offer to acquire (i) all of the outstanding shares of common stock (the "Common Shares") of Care.com at a price of $15.00 per Common Share and (ii) all outstanding shares of Series A Convertible Preferred Stock (the "Preferred Shares") of Care.com at a purchase price equal to 150% of the liquidation preference per Preferred Share plus accrued and unpaid dividends, in each case, net to the holder in cash, without interest and less any applicable withholding taxes. The tender offer is being made in connection with the Agreement and Plan of Merger, dated December 20, 2019, by and among IAC, Merger Sub and Care.com.

The board of directors of Care.com has determined that the offer is fair, advisable and in the best interest of Care.com and its stockholders and recommends that the stockholders of Care.com tender their shares.

The tender offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time, on February 10, 2020, unless extended or earlier terminated.

Complete terms and conditions of the tender offer can be found in the Offer to Purchase, Letter of Transmittal and other related materials that will be filed by IAC and Merger Sub with the Securities and Exchange Commission ("SEC") on January 13, 2020. In addition, on January 13, 2020, Care.com will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer.

Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge by contacting Georgeson LLC, the information agent for the tender offer, toll-free at 888-660-8331 and at the website maintained by the SEC at www.sec.gov. Computershare Trust Company, N.A. is acting as depositary and paying agent for the tender offer.

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