Acquisition expected to accelerate growth of
iSubscribed’s Intrusta brand, an integrated consumer security
platform that manages digital threats
Intersections Inc. (“Intersections”) (NASDAQ: INTX), a
theft protection and privacy services company based
in Chantilly, VA, and WC SACD One Parent, Inc. (“WC SACD”), a
new joint venture entity formed by iSubscribed, WndrCo and General
Catalyst, today announced that they have entered into a definitive
merger agreement for the acquisition of Intersections by WC
SACD.
Under the terms of the merger agreement, a subsidiary of WC SACD
will commence shortly an all-cash tender offer to acquire all of
the issued and outstanding shares of Intersections for $3.68 per
share. The transaction has been unanimously approved by a Special
Committee of the Board of Directors of Intersections comprised of
independent and disinterested directors. Certain affiliates of
Intersections have agreed, subject to customary conditions, not to
tender a majority of their shares into the tender offer, but to
roll over such shares in the transaction into an affiliate of WC
SACD. Such affiliates have also entered into tender and support
agreements with WC SACD pursuant to which they have, among other
things, agreed to tender to WC SACD in the offer the shares of
Intersections stock that they are not rolling over in the
transaction. The transaction is subject to customary closing
conditions, including the expiration of the applicable period under
the Hart-Scott-Rodino Act and a minimum tender condition that
requires the tender of both more than 50 percent of Intersections’
outstanding shares and more than 50 percent of Intersections’
outstanding shares held by stockholders other than directors,
executive officers, and rollover participants. The transaction is
not subject to any financing contingency. Following the tender
offer, WC SACD will effect a second-step merger, pursuant to
Section 251(h) of Delaware’s corporate law, for all remaining
Intersections shares at the same per share consideration. The
transaction is expected to close during the first quarter of 2019,
at which time Hari Ravichandran, the CEO and Founder of
iSubscribed, is expected to assume the role of CEO of
Intersections. It is also expected that shortly after the closing
of the acquisition of Intersections by WC SACD, subject to certain
conditions, iSubscribed will be merged into WC SACD to combine
businesses with Intersections.
In connection with entry into the merger agreement, WC SACD,
together with certain existing noteholders of Intersections (who
exchanged their existing notes for the New Notes), acquired
approximately $34 million of senior secured convertible notes of
Intersections (the “New Notes”) at a conversion price of $2.27 per
share, the proceeds of which will be used by Intersections to repay
in full its existing term loan facility with PEAK6 Investments,
L.P. and related transaction costs, and for general working capital
purposes.
The vision of iSubscribed and WC SACD is that iSubscribed,
through its Intrusta brand and the pending combination with
Intersections, will create a unified digital threat protection
platform that uses adaptive technology to make it easy for
consumers to manage disparate cybersecurity needs. With the
addition of Intersections’ Identity Guard® comprehensive identity
theft protection solutions, WC SACD and iSubscribed
expect the transaction to enhance Intrusta’s digital threat
protection offerings beyond antivirus and accelerate growth,
expanding its customer base by more than a million users.
“The rapid adoption of internet and sensor-enabled technologies
in the consumer space has introduced new challenges and risks in
the already complex and fragmented digital security landscape,”
said Ravichandran, on behalf of WC SACD. “Intersections’ Identity
Guard® consumer identity protection services will be a great
addition for Intrusta as we look to expand and grow our
cybersecurity solutions and build a simple and unified
consumer-centric platform.”
For Intersections, the transaction is expected to offer enhanced
financial and operational scale. “This acquisition is expected to
create value and new opportunities for both our team and our
customers while providing Intersections with the necessary capital
for growth,” said Michael R. Stanfield, Executive Chairman and
President of Intersections.
PJ SOLOMON acted as lead financial advisor for iSubscribed.
North Point Advisors LLC acted as independent financial advisor for
the Special Board Committee of Intersections. Gibson, Dunn &
Crutcher LLP served as counsel to WC SACD, Ropes & Gray LLP
served as counsel to General Catalyst, Kramer Levin Naftalis &
Frankel LLP and Venable LLC served as counsel to Intersections,
McDermott Will & Emery LLP served as counsel to iSubscribed and
Olshan Frome Wolosky LLP served as counsel to the Special Board
Committee of Intersections.
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,”
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 Intersections, iSubscribed, General Catalyst and/or WndrCo
intend, expect or believe may occur in the future are
forward-looking statements. These forward-looking statements may
relate to such matters as business strategy, goals and expectations
concerning the acquisition (including the anticipated timing of
consummation of the acquisition of Intersections and of the
business combination of iSubscribed), future operations, future
performance or results.
The following are some of the factors that could cause actual
future results to differ materially from those expressed in any
forward looking statements: (i) uncertainties as to the timing of
the offer and the subsequent merger; (ii) the risk that the offer
or the subsequent merger may not be completed in a timely manner or
at all; (iii) uncertainties as to the percentage of Intersections
stockholders tendering their shares in the offer; (iv) the
possibility that competing offers or acquisition proposals for
Intersections will be made; (v) the possibility that any or all of
the various conditions to the consummation of the offer or the
subsequent merger may not be satisfied or waived, including the
failure to receive a tender of majority of the shares held by
unaffiliated stockholders of Intersections; (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, including in circumstances
which would require Intersections to pay a termination fee or other
expenses; (vii) the effect of the announcement or pendency of the
transactions contemplated by the Merger Agreement on Intersections’
ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally;
(viii) risks related to diverting management’s attention from
Intersections’ ongoing business operations; (ix) the risk that
stockholder litigation in connection with the transactions
contemplated by the Merger Agreement may result in significant
costs of defense, indemnification and liability and (x) other
factors as set forth from time to time in Intersections’ filings
with the Securities and Exchange Commission, including its Form
10-K for the fiscal year ended December 31, 2017 and any
subsequently filed Form 10-Qs. Any forward-looking statements made
by Intersections, iSubscribed, WndrCo or General Catalyst in this
press release speak only as of the date hereof. Factors or events
that affect the transactions or could cause Intersections’ actual
results to differ may emerge from time to time, and it is not
possible for Intersections, iSubscribed, WndrCo or General Catalyst
to predict all of them. None of Intersections, iSubscribed, WndrCo
or General Catalyst undertake 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.
Additional Information
The tender offer referenced in this press release has not yet
commenced. This press release is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities. When the tender offer is commenced, WC SACD
will file with the Securities and Exchange Commission (“SEC”) a
Tender Offer Statement on Schedule TO and Intersections will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer and a Transaction Statement on Schedule
13E-3 will be filed with respect to Intersections.
Intersections’ stockholders and other investors are strongly
advised to read the tender offer materials (including the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents that have yet to be filed) and the
Solicitation / Recommendation Statement and the Transaction
Statement because they will contain important information, which
should be read carefully before any decision is made with respect
to the tender offer. The Tender Offer Statement and the
Solicitation / Recommendation Statement and the Transaction
Statement will be available for free at the SEC’s website at
www.sec.gov. In addition, copies of these materials and other
tender offer documents will be made available for free by the
information agent for the tender offer.
Intersections files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by
Intersections at the SEC public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. Intersections’ filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
About iSubscribed
iSubscribed is a holding company committed to creating, scaling,
investing and acquiring disruptive technology to simplify digital
security for consumers. Intrusta is part of the iSubscribed family.
For more information, visit www.iSubscribed.com.
About Intrusta
Intrusta is a unified digital threat protection platform that
makes security simple for everyone. Using adaptive technology and
relentless focus on customer experience, Intrusta enables customers
to manage disparate cybersecurity needs with ease. The company is
headquartered in Burlington, Massachusetts. For more information,
visit www.intrusta.com.
About Intersections Inc.
Intersections Inc. (Nasdaq: INTX) provides innovative software
solutions to help consumers and businesses manage the potential
risks associated with the proliferation of their data in the
virtual world. Under its IDENTITY GUARD® brand, the company
utilizes advanced data-enabled technologies, including artificial
intelligence, to help monitor, manage and protect sensitive
information. Headquartered in Chantilly, Virginia, the company was
founded in 1996. To learn more,
visit www.intersections.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20181031005708/en/
MEDIA CONTACTS:Intrusta/iSubscribedLark-Marie
Antón781-552-3259lark.anton@intrusta.comorKetchumSamantha
Stark202-835-9424samantha.stark@ketchum.comorIntersectionsRon
Barden703-488-6810IR@intersections.com
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