WC SACD Extends Tender Offer For All Outstanding Shares Of Intersections Inc.
BURLINGTON, Mass., Dec. 31, 2018 /PRNewswire/ -- WC SACD One, Inc. ("WC SACD"), a newly formed joint venture entity of iSubscribed Inc. ("iSubscribed"), WndrCo Holdings, LLC ("WndrCo"), General Catalyst Group IX, L.P., and GC Entrepreneurs Fund IX, L.P. (together with General Catalyst Group IX, L.P., the "GC Funds"), today announced that in light of the year-end holidays, its indirect wholly-owned subsidiary, WC SACD Merger Sub One, Inc. ("WC SACD Merger Sub"), with the consent of Intersections Inc. (NASDAQ: INTX) ("Intersections" or "Company"), has extended the expiration date of its previously announced cash tender offer to purchase all of the issued and outstanding shares of common stock of the Company, for $3.68 per share, in cash (the "Offer"), until 5:00 P.M., New York City time, on Friday, January 4, 2019, to give Intersections stockholders additional time to tender their shares. The Offer was previously scheduled to expire at 5:00 P.M., New York City time, on Friday, December 28, 2018. WC SACD expects the Offer will be consummated promptly following the expiration date (as extended), subject to the satisfaction of the remaining Offer conditions. As previously disclosed, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has already been granted.
Based on information provided by American Stock Transfer & Trust Co., LLC, the depositary for the Offer, as of 5:00 P.M., New York City time, on December 28, 2018, approximately 12,632,061 shares were validly tendered and not validly withdrawn from the Offer (not including 403,231 shares tendered pursuant to the notice of guaranteed delivery procedures) (the "Tendered Shares"), of which approximately 9,955,965 shares were tendered by stockholders who are not rollover participants or directors or executive officers who are not rollover participants (the "Minority Tendered Shares"). For clarity, the Tendered Shares do not include the approximately 9.5 million shares that certain rollover participants are obligated to roll over in the Offer.
Together with the approximately 9.5 million shares that certain rollover participants are obligated to roll over in the Offer, the Tendered Shares represent approximately 90% of the Company's issued and outstanding shares, or approximately 73% of the Company's issued and outstanding shares on a fully diluted basis (disregarding any shares issuable upon conversion of Intersections' senior convertible notes). The Minority Tendered Shares represent approximately 82% of the Company's issued and outstanding shares owned by stockholders who are not rollover participants or directors or executive officers who are not rollover participants. Based on this information, the minimum tender condition with respect to the Offer would have been satisfied as of the originally scheduled expiration date of the Offer (not including shares tendered pursuant to the notice of guaranteed delivery procedures).
Stockholders of the Company who have previously validly tendered and not withdrawn their shares do not need to re-tender their shares or take any other action in response to the extension of the Offer.
Stockholders who have questions or would like additional information about the Offer and process may contact the information agent for the Offer, D.F. King & Co., Inc., by telephone, (212) 269-5550, or by email, INTX@dfking.com. American Stock Transfer & Trust Company, LLC is acting as depositary for the Offer.
The terms and conditions of the Offer, prior to the extension described in this release, were set forth in WC SACD Merger Sub's "Offer to Purchase" and "Letter of Transmittal", each dated November 29, 2018, and as amended to date, and the other related materials that WC SACD Merger Sub distributed to the Company's stockholders, which were filed with the Securities and Exchange Commission ("SEC") as exhibits to WC SACD's Schedule TO on November 29, 2018. Copies of the Offer to Purchase, as amended, Letter of Transmittal, and other related materials are available free of charge from D.F. King & Co., Inc., or on the SEC's website, at www.sec.gov. The Company's other public filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, are also available for free on the SEC's website at www.sec.gov.
Forward Looking Statements
This press release contains forward-looking statements in addition to historical information. When used in this press release, the words "can," "will," "intends," "expects," "believes," and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements that address activities, events or developments that may occur in the future are forward-looking statements. These forward-looking statements relate to such matters as goals and expectations concerning the tender offer. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements, including: (i) uncertainties as to the timing of the closing of the Offer and the subsequent merger; (ii) the risk that the tender offer may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Intersections stockholders tendering their shares of Company stock in the tender offer or withdrawing shares they have previously tendered; (iv) the possibility that competing offers or acquisition proposals for Intersections will be made; and (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive a majority of the shares of Company common stock held by unaffiliated stockholders of Intersections in the tender offer. These factors, risks and uncertainties, as well as other risks and uncertainties that could cause actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail in the tender offer documents filed with the SEC by WC SACD Merger Sub and the solicitation and recommendation statement on Schedule 14D-9 filed by Intersections and other filings made by the parties from time to time with the SEC or materials incorporated herein or therein. Any forward-looking statements in this press release speak only as of the date hereof. Factors or events that affect the transactions may occur from time to time, and it is not possible for WC SACD, WC SACD One Parent, Inc., WC SACD Merger Sub, iSubscribed, WndrCo or the GC Funds to predict all of them. None of WC SACD, WC SACD One Parent, Inc., WC SACD Merger Sub, iSubscribed, WndrCo or the GC Funds undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
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