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Simplified Cash Tender Offer Offer Document

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Simplified Cash Tender Offer Offer Document TRANSLATION FROM THE FRENCH FOR INFORMATION PURPOSES ONLY SIMPLIFIED CASH TENDER OFFER (Offre Publique d'Achat Simplifiée) FOR THE SHARES OF MEETIC S.A. INITIATED BY MATCH.COM FRANCE LIMITED PRESENTED BY OFFER DOCUMENT (Note d'Information) TERMS OF THE OFFER: 18.75 EUROS PER MEETIC SHARE The timetable for the Offer will be set by the French stock market authority (Autorité des marches financiers) (the "AMF") in accordance with the provisions of its general regulation. In accordance with article L. 621-8 of the French Monetary and Financial Code and article 231-23 of its general regulation, the AMF has, as a result of its compliance decision dated December 10, 2013, delivered the visa no. 13- 660 dated December 10, 2013, on this offer document (note d'information). The offer document was drawn up by Match.com France Limited and its signatories are liable for its content. In accordance with the terms of article L. 621-8-1, I of the French Monetary and Financial Code, the visa was delivered after the AMF has verified "whether the document is complete and comprehensible, and whether the information contained therein is consistent." It neither implies an approval regarding the merits of the transaction, nor a validation of the accounting and financial documents presented herein. IMPORTANT NOTICE The Offeror intends to request from the AMF, within a 3-month period as from the Offer's closing date, the implementation of a squeeze-out (retrait obligatoire) for the Company Shares if the Company Shares that are not tendered in the Offer represent not more than 5 % of the shares or of the voting rights of the Company, in accordance with the provisions of Articles 237-14 et seq. of the AMF general regulation. This offer document is available on the website of the AMF (www.amf-france.org) and may be obtained free of charge from: BNP Paribas 4, rue d'Antin 75002 Paris In accordance with Article 231-28 of the AMF general regulation, the other information concerning the Offeror (notably, legal, financial and accounting information) shall be filed with the AMF and made available to the public at the latest on the day preceding the opening of the tender offer. TABLE OF CONTENTS 1 PRESENTATION OF THE OFFER ........................................................................................................... 1 1.1 Rationale for the Offer ...................................................................................................................... 1 1.1.1 Presentation of the Offeror and its group ............................................................................ 1 1.1.2 Rationale for the Offer ........................................................................................................ 4 1.1.3 Context of the Offer ............................................................................................................ 4 1.1.4 Ownership of Meetic share capital and voting rights.......................................................... 5 1.2 Match.com's intentions for the next 12 months ................................................................................. 7 1.2.1 Strategy and industrial and commercial policy – Synergies ............................................... 7 1.2.2 Employment-related intentions ........................................................................................... 7 1.2.3 Composition of the Board of the Company ........................................................................ 7 1.2.4 Delisting – squeeze out ....................................................................................................... 7 1.2.5 Merger – Legal Reorganization .......................................................................................... 8 1.2.6 Dividend distribution policy ............................................................................................... 8 1.3 Agreements that could have a material impact on the valuation or outcome of the Offer ................ 9 2 TERMS AND CONDITIONS OF THE OFFER ........................................................................................ 9 2.1 Number and nature of Company Shares targeted by the Offer ......................................................... 9 2.2 Procedure for tendering Company Shares ....................................................................................... 10 2.3 Situation of beneficiaries of employees incentive plans ................................................................. 11 2.3.1 Free shares which become unrestricted during the Offer .................................................. 11 2.3.2 March 2012 Liquidity Agreement .................................................................................... 11 2.3.3 July 2013 liquidity commitment ....................................................................................... 12 2.4 Indicative timetable of the Offer ..................................................................................................... 12 2.5 Financing of the Offer ..................................................................................................................... 13 2.5.1 Cost of the Offer ............................................................................................................... 13 2.5.2 Financing of the Offer....................................................................................................... 13 2.6 Brokerage costs and remuneration of intermediaries ...................................................................... 13 2.7 Restrictions concerning the Offer outside France ........................................................................... 13 2.8 Tax regime applicable to the Offer ................................................................................................. 14 2.8.1 Individuals who are French tax residents acting in connection with the management of their private assets and do not trade on a usual basis .............................. 15 2.8.2 Legal entities which are tax residents of France subject to corporate income tax ............ 17 2.8.3 Non-French tax residents .................................................................................................. 18 2.8.4 Other shareholders ............................................................................................................ 18 2.8.5 Stamp duties ..................................................................................................................... 18 3 VALUATION CRITERIA FOR THE OFFER ........................................................................................ 19 3.1 Valuation synthesis ......................................................................................................................... 19 3.2 Valuation Methodologies ................................................................................................................ 20 3.2.1 Valuation methodologies used .......................................................................................... 20 3.2.2 Methodologies excluded ................................................................................................... 20 3.3 Data Used for valuation .................................................................................................................. 21 3.3.1 Business Plan .................................................................................................................... 21 3.3.2 Net Debt components (Bridge from EV to EqV) .............................................................. 23 3.4 METHODOLOGIES USED ........................................................................................................... 23 3.4.1 Discounted Cash Flow ...................................................................................................... 23 3.4.2 Share price performance analysis ..................................................................................... 25 3.4.3 Trading multiples .............................................................................................................. 26 3.4.4 Transaction Multiples Methodology ................................................................................. 29 3.4.5 Previous transaction .......................................................................................................... 30 4 PERSONS RESPONSIBLE FOR THE OFFER DOCUMENT .............................................................. 30 4.1 For the presentation of the Offer ..................................................................................................... 30 4.2 For the Offeror ................................................................................................................................ 30 i 1 PRESENTATION OF THE OFFER Pursuant to Section III of Book II and more specifically Article 232-1 1° of the AMF general regulation, Match.com France Limited, a company organized and existing under the laws of England and Wales, registered with the Companies Registry of England and Wales under number 8571376, having its registered office at 40 Bank Street, Canary Wharf, London E14 5DS England (the "Offeror") is making an offer to the holders of shares issued by Meetic, a French société anonyme with a share capital of 2,346,392.80 euros divided into 23,463,928 shares with a nominal value of 0.1 euro each, having its registered office at 6 rue Auber, 75009 Paris, registered with the Companies Registry of Paris under number 439 780 339 (hereafter referred
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