Cautionary Statement Regarding Forward-Looking Information
This transcript of our conference call, held at 8:30 a.m. Eastern Time on August 3, 2017, 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: IAC/InterActiveCorps (IAC) and ANGI Homeservices Inc.s future financial performance, business prospects, strategy and anticipated trends in the industries in which they do or will operate and other similar matters. These forward-looking statements are based on managements 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 and/or its businesses, changes in our relationship with, or policies implemented by, Google, adverse changes in economic conditions, either generally or in any of the markets in which IACs businesses operate, adverse trends in any of the industries in which IACs businesses operate (primarily the online advertising, general advertising and dating industries), our dependence on third parties to drive traffic to our various websites and distribute our products and services in a cost-effective manner, our ability to attract and convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, our ability to build, maintain and/or enhance our various brands, our ability to develop and monetize mobile versions of our various products and services, foreign currency exchange rate fluctuations, changes in industry standards and technology, the integrity and scalability or our systems and infrastructure (and those of third parties), our ability to protect our systems from cyberattacks, operational and financial risks relating to acquisitions, our ability to expand successfully into international markets and regulatory changes, and the occurrence of any event, change or other circumstance (including failure to satisfy the conditions to closing of the transaction) that could result in the termination of the Agreement and Plan of Merger, by and among Angies List, Inc. (Angies List), IAC, ANGI Homeservices Inc. (ANGI Homeservices) and Casa Merger Sub, dated as of May 1, 2017 (the Merger Agreement). Certain of these and other risks and uncertainties are discussed in IACs filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect IACs 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 IAC management as of the date of this letter. IAC does not undertake to update these forward-looking statements.
Important Additional Information
Investors and security holders are urged to carefully review and consider each of IACs and Angies Lists public filings with the Securities and Exchange Commission (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 IAC with the SEC may be obtained free of charge at IACs website at http://www.iac.com or at the SECs website at 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.
The documents filed by Angies List with the SEC may be obtained free of charge at Angies Lists website at http://www.angieslist.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from Angies List by requesting them in writing to Investor Relations, Angies List, Inc., 1030 East Washington Street, Indianapolis, Indiana 46202, or by telephone at 1-888-888-5478.
In connection with the proposed acquisition of Angies List by ANGI Homeservices, ANGI Homeservices filed a registration statement on Form S-4 with the SEC on June 30, 2017 (File No. 333-219064), which includes a draft proxy statement of Angies List and a draft prospectus of ANGI Homeservices. These materials are not yet final and may be further amended. Before making any voting or investment decision, investors and security holders of Angies 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. A definitive proxy statement/prospectus will be sent to the stockholders of Angies List seeking the required stockholder
approval. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SECs website or from IAC or Angies List as described in the paragraphs above.
Participants in the Solicitation
IAC, ANGI Homeservices, Angies List and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Angies List stockholders in connection with the proposed transactions. Information about the directors and executive officers of IAC is set forth in the definitive proxy statement for IACs 2017 annual meeting of stockholders, as previously filed with the SEC on May 1, 2017. Information about the directors and executive officers of Angies List and their ownership of Angies List common stock is set forth in the definitive proxy statement for Angies Lists 2017 annual meeting of stockholders, as previously filed with the SEC on April 28, 2017. Angies 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.