On February 11, 2020,
IAC/InterActiveCorp, a Delaware corporation (“IAC”), issued a press release announcing the completion of the
transactions contemplated pursuant to the previously disclosed Agreement and Plan of Merger, entered into by and among IAC, Buzz
Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of IAC (“Merger Sub”), and Care.com, Inc.,
a Delaware corporation (“Care.com”), dated as of December 20, 2019 (as amended, supplemented or otherwise modified
from time to time in accordance with its terms, the “Merger Agreement”).
Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions thereof, on January 13, 2020, Merger Sub commenced a cash tender
offer (the “Offer”) to acquire (i) all outstanding shares of common stock of Care.com, par value $0.001 per
share (the “Common Shares”), at a price of $15.00 per Common Share and (ii) all outstanding shares of Series
A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares,” and together with the Common
Shares, the “Shares”), of Care.com, at (x) 150% of the Liquidation Preference per Preferred Share, as specified
in the Certificate of Designations for the Preferred Shares (the “Certificate of Designations”), plus (y) Accrued
and Unpaid Dividends payable in respect of such Preferred Shares, as specified in the Certificate of Designations, in the case
of clauses (x) and (y), calculated as of and including the expiration date of the Offer, pursuant to the terms of the Certificate
of Designations, in each case, net to the holder in cash, without interest and less any applicable withholding taxes. As of one minute after 11:59 p.m., Eastern Time, on February 10, 2020, when the Offer expired, approximately 26,256,871
Common Shares and 46,350 Preferred Shares were validly tendered and not properly withdrawn in the Offer, representing approximately
81.3% of Care.com’s outstanding Shares (on an as-converted basis). With all
conditions to the Offer satisfied, on February 11, 2020, Merger Sub accepted for purchase all Shares that were validly tendered
pursuant to the Offer and not properly withdrawn.
Following completion of
the Offer, on February 11, 2020, Merger Sub merged with and into Care.com pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware and without any stockholder vote, with Care.com surviving the Merger as a wholly-owned subsidiary
of IAC (the “Merger”), pursuant to the Merger Agreement. The Merger became effective on February 11, 2020, following
the filing of the certificate of merger with the Secretary of State of the State of Delaware.
As a result of the Merger,
Common Shares of Care.com ceased to be traded on the New York Stock Exchange, effective as of market open on February 11, 2020.
The foregoing descriptions
of the Offer, the Merger and the Merger Agreement in this Item 8.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit (d)(1) to IAC’s tender offer statement on Schedule TO, filed with the Securities and Exchange Commission on January 13, 2020, and is incorporated herein by
reference.
A copy of the press release
issued by IAC is attached as Exhibit 99.1 hereto and is incorporated herein by reference.