IAC Proposes To Acquire Angie's List For $8.75 Per Share

- Proposal represents a premium of 50% over the unaffected Angie's List share price and trailing 90 day average trading price

- Proposal contemplates either an all cash offer or a stock-for-stock transaction that combines IAC's HomeAdvisor business with Angie's List

- IAC expects that a transaction could be consummated expeditiously, with no financing condition

11 Nov, 2015, 16:05 ET from IAC

NEW YORK, Nov. 11, 2015 /PRNewswire/ -- IAC/InterActiveCorp (Nasdaq: IACI) today announced that it has proposed to acquire all of the outstanding shares of Angie's List, Inc. (Nasdaq: ANGI) common stock for $8.75 per share. The transaction proposed to the Angie's List Board of Directors would be structured as an all-cash deal; however, IAC has indicated its willingness to consider a combination of Angie's List with IAC's HomeAdvisor business through a tax-free stock-for-stock exchange.

The IAC all-cash proposal represents a premium of greater than 50% over the unaffected price of Angie's List common stock as of October 12, 2015, the day immediately preceding disclosure of TCS Capital's letter to the Angie's List Board of Directors advocating pursuit of a strategic transaction between Angie's List and HomeAdvisor and over the trailing 90 day average trading price for the stock.

"The combination of the Angie's List brand, highly trafficked website and its network of paying service professionals with our HomeAdvisor business, the category leader which has seen eight consecutive quarters of accelerating growth in its core U.S. business, would cement our position as the premier home services platform," said Joey Levin, CEO of IAC/InterActiveCorp.  "We are fully committed to this transaction and are confident that both Angie's List stockholders and our stockholders will recognize the value of our proposal."

Financial and Strategic Benefits of the Proposal

  • The all-cash offer represents a compelling premium of 50% over the Angie's List unaffected share price, as well as the trailing 90-day average trading price for the stock.
  • The combination of Angie's List with HomeAdvisor would create the premier platform in the home services market with over $700 million of revenue and an unparalleled network of active and high quality service professionals capable of delivering consumers a best-in-class experience.
  • The combined company would have more than $35 billion in gross transaction value and over an estimated 15 million unique visitors per month.
  • The combination of Angie's List's nationally recognized brand and directory monetization model with HomeAdvisor's performance based on demand monetization (including Instant Booking, Instant Connect and Market Matching products) will provide the best experience to the largest number of consumers and service providers alike.

IAC delivered its proposal to the Angie's List Board of Directors today.  Below is the text of the letter that was sent to the Angie's List Board of Directors:

November 11, 2015

Board of Directors Angie's List, Inc. 1030 E. Washington Street Indianapolis, IN 46202

Dear Ladies and Gentlemen:

We very much appreciated Scott Durchslag and Thomas Fox taking the time to meet with us on October 23.  We were disappointed to hear that the Board is not interested in further engaging with us regarding a strategic transaction involving Angie's List.  We continue to believe a transaction involving our companies has a compelling strategic rationale, and we are confident we are well-positioned to swiftly consummate a transaction that will be in the best interests of Angie's List stockholders.  In an effort to demonstrate our strong commitment to bringing our two companies together, outlined below is an updated proposal for the Board's consideration. 

We propose to acquire 100% of the outstanding capital stock of Angie's List for a price of $8.75 per share in cash, representing a compelling premium of greater than 50% over the unaffected price of Angie's List common stock as of October 12, 2015, the day immediately preceding disclosure of TCS Capital's letter to the Angie's List Board advocating pursuit of a strategic transaction, and over the trailing 90 day average trading price for the stock.  Our price represents a greater than 18x multiple of the midpoint of your forecasted EBITDA range for this year – a very rich multiple for a business currently growing revenue at 7% year over year on a standalone basis. 

While we see many benefits of a clear, high-premium, all-cash offer that would deliver immediate liquidity and certain value to your stockholders, we are also prepared to discuss a combination of Angie's List with our HomeAdvisor business.  This could be structured as a tax-free exchange for Angie's List stockholders and would allow Angie's List stockholders to participate in the upside resulting from the opportunities available to the combined company. 

A combined HomeAdvisor-Angie's List would have unparalleled consumer reach and an incomparable network of paid service professionals.  It would have the ability to deploy technological innovations across an enormous footprint, creating an unmatched ability to deliver the best experience to the largest number of consumers and service providers alike.  We are confident that the operating outlook for Angie's List in a combination scenario would be substantially improved over its standalone prospects.

We believe the work required to finalize a mutually agreeable transaction would be quick, and we can manage it efficiently so as not to disrupt the Angie's List day-to-day operations.  The definitive terms of our proposal could be agreed in the course of a week and completed within a few months, as promptly as the regulatory processes permit.  Our proposal is not conditioned on the receipt of financing. 

Our strong preference would have been to work with you on a confidential and cooperative basis.  However, we have been unable to develop any meaningful dialogue with you for many months now and were disappointed by your unwillingness to continue discussions with us following our meeting.  Further, in light of the increase in the Angie's List share price during the days that followed our October 5 letter to the Board expressing an interest in discussions, and further increases following our October 23 meeting and acquisition proposal, we determined it was advisable to publicly release the text of this letter concurrent with its delivery to the Board to ensure that your stockholders are fully apprised of the significant value afforded by our proposed transaction.

This letter does not represent or create any legally binding or enforceable obligations.  No such obligations will be imposed on any party unless and until a definitive agreement is executed.

I assure you that this transaction has the highest priority for IAC.  We look forward to working towards a transaction that creates value for all of our stockholders and, as we have indicated previously, we are prepared to meet with you immediately to discuss the same.

Sincerely,

Joey Levin Chief Executive Officer

About IAC/InterActiveCorp

IAC (NASDAQ: IACI) is a leading media and Internet company. It is organized into four segments: Match Group, which includes dating and education businesses with brands such as Match, OkCupid, Tinder and The Princeton Review; Search & Applications, which includes brands such as About.com, Ask.com, Dictionary.com and Investopedia; Media, which consists of businesses such as Vimeo, Electus, The Daily Beast and CollegeHumor; and eCommerce, which includes HomeAdvisor and ShoeBuy. IAC's brands and products are among the most recognized in the world reaching users in over 200 countries. IAC is headquartered in New York City and has offices worldwide.

About HomeAdvisor

HomeAdvisor.com is a local home services marketplace providing homeowners the tools and resources for home repair, maintenance, and improvement projects. HomeAdvisor's marketplace lets homeowners view average project costs coast-to-coast, find local pre-screened home professionals, and instantly book appointments online. Access to all of HomeAdvisor's resources is free for homeowners, with no membership or fees required. HomeAdvisor is based in Golden, Colo., and is an operating business of IAC (NASDAQ: IACI)

Important Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be any sale 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. 

Subject to future developments, IAC may file a registration statement and/or tender offer documents with the SEC in connection with a possible transaction with Angie's List. IAC and Angie's List stockholders should read those filings, and any other filings made by IAC with the SEC in connection with a possible transaction, as they will contain important information. Those documents, if and when filed, as well as IAC's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and at IAC's website at www.iac.com/investor-relations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This communication contains "forward‑looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements.  These forward-looking statements include statements relating to: future financial performance, business prospects and strategy, anticipated trends, prospects in the industries in which our businesses operate and other similar matters. These forward‑looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward‑looking statements for a variety of reasons, including, among others: changes in senior management at IAC or its businesses, adverse changes in economic conditions, adverse trends in the online advertising industry, our ability to convert visitors to our websites into users, risks relating to acquisitions, technology changes, our ability to expand successfully into international markets and regulatory changes. These statements also include assumptions about our offer to acquire Angie's List (including its benefits, results, effects and timing) that may not be realized.  Risks and uncertainties related to the proposed transaction include, among others: the possibility that a possible transaction will not be pursued or will be pursued on different terms or conditions; adverse effects on the market price of IAC's common stock and on IAC's operating results because of a failure to agree to or complete a possible combination; in the event a definitive transaction agreement is executed, the risk that Angie's List stockholders do not approve the transaction; uncertainties as to the timing of the transaction; the risk that regulatory or other approvals required for the transaction are not obtained,  the risk that the other conditions to the closing of the transaction are not satisfied; and, in the event a transaction combining the Angie's List and HomeAdvisor businesses is consummated, risks related to the costs and difficulties related to the integration of Angie's List businesses and operations with HomeAdvisor and IAC's businesses and operations; the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction; unexpected costs, charges or expenses resulting from the transaction; litigation relating to the transaction; and the inability to retain key personnel. 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 our 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 our management as of the date of this press release. We do not undertake to update these forward-looking statements.

Contact Us

IAC Investor Relations Mark Schneider / Alexandra Caffrey (212) 314-7400

IAC Corporate Communications Isabelle Weisman (212) 314-7361

 

SOURCE IAC