Angie's List Announces Stockholder Merger Consideration Election Results
INDIANAPOLIS, Sept. 28, 2017 /PRNewswire/ -- Angie's List, Inc., a Delaware corporation (NASDAQ: ANGI, or "Angie's List") today announced the results of the elections made by stockholders of Angie's List regarding the form of merger consideration they will receive in connection with the acquisition of Angie's List by ANGI Homeservices, Inc., a Delaware corporation ("ANGI Homeservices"), by way of the merger of Casa Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of ANGI Homeservices, with and into Angie's List (the "Merger"), with Angie's List continuing as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.
As previously announced, Angie's List, IAC/InterActiveCorp, a Delaware corporation and the parent company of ANGI Homeservices (NASDAQ: IAC, or "IAC"), ANGI Homeservices and Casa Merger Sub, Inc. entered into an Agreement and Plan of Merger dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017 (the "Merger Agreement"). Pursuant to the Merger Agreement, each share of Angie's List common stock, par value $0.001 per share (the "Angie's List Common Stock") outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at the holder's election (i) in the case of a share of Angie's List Common Stock with respect to which an election to receive a share of Class A common stock, par value $0.001 per share, of ANGI Homeservices (a "Class A share") has been properly made and not revoked or lost, one Class A share (the "Share Consideration") or (ii) in the case of a share of Angie's List Common Stock with respect to which an election to receive cash has been properly made and not revoked or lost, $8.50 in cash, without interest (the "Cash Consideration"). All other shares of Angie's List Common Stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election was properly made.
The election deadline occurred at 5:00 p.m., Eastern time, on September 28, 2017 (the "Election Deadline"). As of September 28, 2017, there were approximately 61,515,922 shares of Angie's List Common Stock outstanding. Based on available information as of the Election Deadline, the merger consideration election results are as follows:
- Holders of approximately 0.37% of the outstanding shares of Angie's List Common Stock, or 225,076 shares of Angie's List Common Stock, elected the Cash Consideration.
- Holders of approximately 73.69% of the outstanding shares of Angie's List Common Stock, or 45,332,177 shares of Angie's List Common Stock, elected the Share Consideration.
- Holders of approximately 25.94% of the outstanding shares of Angie's List Common Stock, or 15,958,669 shares of Angie's List Common Stock, failed to make a valid election prior to the Election Deadline. Pursuant to the Merger Agreement, such holders are deemed to have elected the Share Consideration. As a result, total holders of approximately 61,290,846 shares of Angie's List Common Stock, or approximately 99.63% of the outstanding shares of Angie's List Common Stock, have elected the Share Consideration or are deemed to have elected the Share Consideration.
Based on the election results described above, the aggregate Cash Consideration in the Merger is $1,913,146. Subject to the completion of the Merger (which remains subject to the satisfaction of customary conditions, including the approval of the stockholders of Angie's List), each share of Angie's List Common Stock for which a valid election was made for the Cash Consideration will receive $8.50 in cash, without interest. Subject to the completion of the Merger, each share of Angie's List Common Stock for which a valid election for the Share Consideration or for which no election or no valid election was deemed to have been made will receive one Class A share.
Cautionary Statement Regarding Forward-Looking Information
This communication may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: Angie's List's and/or ANGI Homeservices' future financial performance, Angie's List's and/or ANGI Homeservices' business prospects, strategy and anticipated trends in the industries in which Angie's List's and/or ANGI Homeservices' businesses operate, or will 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. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. 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.
In addition to factors previously disclosed in Angie's List's and IAC's reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: (1) the occurrence of any event, change or other circumstances that could give rise to right of one or both of the parties to terminate the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against Angie's List, IAC, ANGI Homeservices or Merger Sub; (3) the failure to obtain the necessary stockholder approval or to satisfy any of the other conditions to the proposed transactions on a timely basis or at all; (4) the possibility that the anticipated benefits of the proposed transactions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of Angie's List and the HomeAdvisor business or as a result of changes in the economy and competitive factors in the areas where Angie's List and the HomeAdvisor business do business; (5) the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) diversion of management's attention from ongoing business operations and opportunities; (7) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transactions; (8) changes in asset quality and credit risk; (9) the potential liability for a failure to meet regulatory requirements; (10) potential changes to tax legislation; (11) the potential effect of the announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with employees, customers and competitors; (12) the ability to retain key personnel; and (13) changes in local, national and international financial market, insurance rates and interest rates. Forward looking statements speak only as of the date they are made and Angie's List, IAC and ANGI Homeservices do not intend, and undertake no obligation, to update any forward-looking statement.
Important Additional Information
Investors and security holders are urged to carefully review and consider each of Angie's List's, IAC's and ANGI Homeservices' public filings with the SEC, including but not limited to, if applicable, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Angie's List with the SEC may be obtained free of charge at Angie's List's website at http://www.investor.angieslist.com or at the SEC's website at https://www.sec.gov. These documents may also be obtained free of charge from Angie's List by requesting them in writing to Investor Relations, Angie's List, Inc., 1030 East Washington Street, Indianapolis, Indiana 46202, or by telephone at 1-888-888-5478. The documents filed by IAC and ANGI Homeservices with the SEC may be obtained free of charge at IAC's website at http://www.iac.com or at the SEC's website at https://www.sec.gov. These documents may also be obtained free of charge from IAC by requesting them in writing to IAC Investor Relations, 555 West 18th Street, New York, NY 10011, or by telephone at 1-212-314-7400.
In connection with the proposed transaction, ANGI Homeservices has filed a registration statement on Form S-4 with the SEC (File No. 333-219064) that includes a proxy statement of Angie's List and prospectus of ANGI Homeservices, and each party has filed and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Angie's List are urged to carefully read the entire registration statement and proxy statement/prospectus as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. The registration statement on Form S-4 was declared effective by the SEC on August 30, 2017. The definitive proxy statement/prospectus was mailed on or about August 30, 2017 to stockholders of Angie's List as of August 25, 2017, the record date. Investors and security holders are able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC's website or from Angie's List or IAC as described in the paragraphs above.
Participants in the Solicitation
Angie's List, IAC, ANGI Homeservices and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Angie's List's stockholders in connection with the proposed transactions. Information about the directors and executive officers of Angie's List is set forth in its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April 28, 2017, its annual report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 21, 2017, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of IAC is set forth in the definitive proxy statement for IAC's 2017 annual meeting of stockholders, as previously filed with the SEC on May 1, 2017. Angie's List stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus. Free copies of these documents may be obtained as described in the paragraphs above.
About Angie's List
Finding a pro for a job well done is made easy online by visiting Angieslist.com. More than six million members nationwide use Angie's List, a leading provider of reviews, offers and information in over 700 service categories, to help them improve their homes. Built on a foundation of more than 10 million verified reviews of local service, Angie's List connects members directly to its online marketplace of services and offers unique tools and support designed to improve the local service experience for both members and service professionals.
Contact
Investor and Media Relations:
Leslie Arena
317-808-4527
[email protected]
IAC/ANGI Homeservices Investor Relations
Mark Schneider
212-314-7400
SOURCE Angie's List
Share this article