BURLINGTON, Mass. & CHANTILLY, Va.–(BUSINESS WIRE)–Intersections Inc. (“Intersections”) (NASDAQ: INTX), a annexation aegis and aloofness casework aggregation based in Chantilly, VA, and WC SACD One Parent, Inc. (“WC SACD”), a new collective adventure article formed by iSubscribed, WndrCo and Accepted Catalyst, today appear that they accept entered into a absolute alliance acceding for the accretion of Intersections by WC SACD.
Beneath the acceding of the alliance agreement, a accessory of WC SACD will arise anon an all-cash breakable action to access all of the issued and outstanding shares of Intersections for $3.68 per share. The transaction has been absolutely accustomed by a Appropriate Committee of the Board of Admiral of Intersections comprised of absolute and aloof directors. Assertive affiliates of Intersections accept agreed, accountable to accepted conditions, not to breakable a majority of their shares into the breakable offer, but to cycle over such shares in the transaction into an associate of WC SACD. Such affiliates accept additionally entered into breakable and abutment agreements with WC SACD pursuant to which they have, amid added things, agreed to breakable to WC SACD in the action the shares of Intersections banal that they are not rolling over in the transaction. The transaction is accountable to accepted closing conditions, including the cessation of the applicative aeon beneath the Hart-Scott-Rodino Act and a minimum breakable action that requires the breakable of both added than 50 percent of Intersections’ outstanding shares and added than 50 percent of Intersections’ outstanding shares captivated by stockholders added than directors, controlling officers, and rollover participants. The transaction is not accountable to any costs contingency. Afterward the breakable offer, WC SACD will aftereffect a second-step merger, pursuant to Section 251(h) of Delaware’s accumulated law, for all absolute Intersections shares at the aforementioned per allotment consideration. The transaction is accepted to aing during the aboriginal division of 2019, at which time Hari Ravichandran, the CEO and Founder of iSubscribed, is accepted to accept the role of CEO of Intersections. It is additionally accepted that anon afterwards the closing of the accretion of Intersections by WC SACD, accountable to assertive conditions, iSubscribed will be alloyed into WC SACD to amalgamate businesses with Intersections.
In affiliation with access into the alliance agreement, WC SACD, calm with assertive absolute noteholders of Intersections (who exchanged their absolute addendum for the New Notes), acquired about $34 actor of chief anchored convertible addendum of Intersections (the “New Notes”) at a about-face amount of $2.27 per share, the gain of which will be acclimated by Intersections to accord in abounding its absolute appellation accommodation adeptness with PEAK6 Investments, L.P. and accompanying transaction costs, and for accepted alive basic purposes.
The eyes of iSubscribed and WC SACD is that iSubscribed, through its Intrusta cast and the awaiting aggregate with Intersections, will actualize a unified agenda blackmail aegis belvedere that uses adaptive technology to accomplish it accessible for consumers to administer disparate cybersecurity needs. With the accession of Intersections’ Character Guard® absolute character annexation protection solutions, WC SACD and iSubscribed apprehend the transaction to enhance Intrusta’s agenda blackmail aegis offerings above antivirus and advance growth, accretion its chump abject by added than a actor users.
“The accelerated acceptance of internet and sensor-enabled technologies in the chump amplitude has alien new challenges and risks in the already circuitous and burst agenda aegis landscape,” said Ravichandran, on account of WC SACD. “Intersections’ Character Guard® chump character aegis casework will be a abundant accession for Intrusta as we attending to aggrandize and abound our cybersecurity solutions and body a simple and unified consumer-centric platform.”
For Intersections, the transaction is accepted to action added banking and operational scale. “This accretion is accepted to actualize amount and new opportunities for both our aggregation and our barter while accouterment Intersections with the all-important basic for growth,” said Michael R. Stanfield, Controlling Chairman and President of Intersections.
PJ SOLOMON acted as advance banking adviser for iSubscribed. North Point Advisors LLC acted as absolute banking adviser for the Appropriate Board Committee of Intersections. Gibson, Dunn & Crutcher LLP served as admonition to WC SACD, Ropes & Gray LLP served as admonition to Accepted Catalyst, Kramer Levin Naftalis & Frankel LLP and Venable LLC served as admonition to Intersections, McDermott Will & Emery LLP served as admonition to iSubscribed and Olshan Frome Wolosky LLP served as admonition to the Appropriate Board Committee of Intersections.
Avant-garde Attractive Statements
This columnist absolution contains avant-garde statements in accession to absolute information. When acclimated in this columnist release, the words “can,” “will,” “intends,” “expects,” “believes,” agnate expressions and any added statements that are not absolute facts are brash to analyze those assertions as avant-garde statements.
All statements that abode activities, contest or developments that Intersections, iSubscribed, Accepted Catalyst and/or WndrCo intend, apprehend or accept may action in the approaching are avant-garde statements. These avant-garde statements may chronicle to such affairs as business strategy, goals and expectations apropos the accretion (including the advancing timing of cleanup of the accretion of Intersections and of the business aggregate of iSubscribed), approaching operations, approaching achievement or results.
The afterward are some of the factors that could account absolute approaching after-effects to alter materially from those bidding in any avant-garde attractive statements: (i) uncertainties as to the timing of the action and the consecutive merger; (ii) the accident that the action or the consecutive alliance may not be completed in a appropriate address or at all; (iii) uncertainties as to the allotment of Intersections stockholders abandonment their shares in the offer; (iv) the achievability that aggressive offers or accretion proposals for Intersections will be made; (v) the achievability that any or all of the assorted altitude to the cleanup of the action or the consecutive alliance may not be annoyed or waived, including the abortion to accept a breakable of majority of the shares captivated by detached stockholders of Intersections; (vi) the accident of any event, change or added accident that could accord acceleration to the abortion of the Alliance Agreement, including in affairs which would crave Intersections to pay a abortion fee or added expenses; (vii) the aftereffect of the advertisement or pendency of the affairs brash by the Alliance Acceding on Intersections’ adeptness to absorb and appoint key personnel, its adeptness to advance relationships with its customers, suppliers and others with whom it does business, or its operating after-effects and business generally; (viii) risks accompanying to breach management’s absorption from Intersections’ advancing business operations; (ix) the accident that stockholder action in affiliation with the affairs brash by the Alliance Acceding may aftereffect in cogent costs of defense, apology and accountability and (x) added factors as set alternating from time to time in Intersections’ filings with the Balance and Exchange Commission, including its Form 10-K for the budgetary year concluded December 31, 2017 and any after filed Form 10-Qs. Any avant-garde statements fabricated by Intersections, iSubscribed, WndrCo or Accepted Catalyst in this columnist absolution allege alone as of the date hereof. Factors or contest that affect the affairs or could account Intersections’ absolute after-effects to alter may appear from time to time, and it is not accessible for Intersections, iSubscribed, WndrCo or Accepted Catalyst to adumbrate all of them. None of Intersections, iSubscribed, WndrCo or Accepted Catalyst undertake any obligation to about amend or alter any avant-garde statement, whether as a aftereffect of new information, approaching developments or otherwise, except as may be appropriate by any applicative balance laws.
The breakable action referenced in this columnist absolution has not yet commenced. This columnist absolution is for advisory purposes alone and is neither an action to acquirement nor a address of an action to advertise any securities. When the breakable action is commenced, WC SACD will book with the Balance and Exchange Commission (“SEC”) a Breakable Action Account on Schedule TO and Intersections will book a Solicitation/Recommendation Account on Schedule 14D-9 with account to the breakable action and a Transaction Account on Schedule 13E-3 will be filed with account to Intersections. Intersections’ stockholders and added investors are acerb brash to apprehend the breakable action abstracts (including the Action to Purchase, the accompanying Letter of Transmittal and assertive added breakable action abstracts that accept yet to be filed) and the Address / Recommendation Account and the Transaction Account because they will accommodate important information, which should be apprehend anxiously afore any accommodation is fabricated with account to the breakable offer. The Breakable Action Account and the Address / Recommendation Account and the Transaction Account will be accessible for chargeless at the SEC’s website at www.sec.gov. In addition, copies of these abstracts and added breakable action abstracts will be fabricated accessible for chargeless by the advice abettor for the breakable offer.
Intersections files annual, annual and appropriate reports, proxy statements and added advice with the SEC. You may apprehend and archetype any reports, statements or added advice filed by Intersections at the SEC accessible advertence allowance at 100 F Street, N.E., Washington, D.C. 20549. Please alarm the Commission at 1-800-SEC-0330 for added advice on the accessible advertence room. Intersections’ filings with the SEC are additionally accessible to the accessible from bartering document-retrieval casework and at the website maintained by the SEC at www.sec.gov.
iSubscribed is a captivation aggregation committed to creating, scaling, advance and accepting confusing technology to abridge agenda aegis for consumers. Intrusta is allotment of the iSubscribed family. For added information, appointment www.iSubscribed.com.
Intrusta is a unified agenda blackmail aegis belvedere that makes aegis simple for everyone. Using adaptive technology and adamant focus on chump experience, Intrusta enables barter to administer disparate cybersecurity needs with ease. The aggregation is headquartered in Burlington, Massachusetts. For added information, appointment www.intrusta.com.
About Intersections Inc.
Intersections Inc. (Nasdaq: INTX) provides avant-garde software solutions to advice consumers and businesses administer the abeyant risks associated with the admeasurement of their abstracts in the basic world. Beneath its IDENTITY GUARD® brand, the aggregation utilizes avant-garde data-enabled technologies, including bogus intelligence, to advice monitor, administer and assure acute information. Headquartered in Chantilly, Virginia, the aggregation was founded in 1996. To apprentice more, visit www.intersections.com.
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