Item 2.01. Completion of Acquisition or Disposition
of Assets.
Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K
filed by Care.com, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”)
on December 23, 2019, the Company entered into an Agreement and Plan of Merger, dated as of December 20, 2019 (as amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), with
IAC/InterActiveCorp (“IAC”) and Buzz Merger Sub Inc., a wholly-owned subsidiary of IAC (“Merger
Sub”). 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 the Company, par value $0.001 per share (the “Common Shares”), at a price of $15.00 per Common Share
(the “Common Share Offer Price”) and (ii) all outstanding shares of Series A Convertible Preferred Stock of the
Company, par value $0.001 per share (the “Preferred Shares,” and together with the Common Shares, the
“Shares”), 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 ((x) and (y), together, the “Preferred Share Offer Price”), 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not properly withdrawn in the Offer, representing approximately 81.3% of the Company’s outstanding Shares (on an
as-converted basis), including 618,484 Common Shares tendered pursuant to guaranteed delivery procedures. Of the Common
Shares and Preferred Shares tendered in the Offer, 4,093,712 Common Shares and 46,350 Preferred
Shares (representing 5,360,825 Common Shares on an as-converted basis) were tendered pursuant to the support agreements
between IAC and each of (i) Sheila Lirio Marcelo, the Founder, Chairwoman of the Company’s board of directors and Chief
Executive Officer of the Company, and The Sheila L. Marcelo 2012 Family Trust, (ii) CapitalG LP and (iii) Tenzing Global
Management LLC and Tenzing Global Investors Fund I LP. The number of Common Shares tendered pursuant to the support
agreements reflects adjustments to the Common Shares held by Ms. Marcelo as reported in the Form 4/A filed by Ms. Marcelo
with the SEC on February 6, 2020. With all conditions to the Offer satisfied or waived, 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 the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without
any stockholder vote, with the Company 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.
Effective as of five business days prior to, and conditional
upon the occurrence of, the effective time of the Merger (the “Effective Time”), each holder of a Company Option (as
defined herein) that qualified as an incentive stock option within the meaning of Section 422(b) of the United States Internal
Revenue Code of 1986, as amended, was entitled to exercise such Company Option in full by providing the Company with a notice of
exercise and full payment of the applicable exercise price in accordance with and subject to the terms of the applicable Company
equity plan and award agreement.
At the Effective Time, and as a result of the Merger:
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each
Share issued and outstanding immediately prior to the Effective Time (other than any (i) Shares held in the treasury of the Company,
(ii) Shares that at the commencement of the Offer were owned by IAC or Merger Sub, or any direct or indirect wholly-owned subsidiaries
of IAC or Merger Sub, (iii) Shares that were irrevocably accepted for payment in the Offer and (iv) Shares held by stockholders
of the Company who properly demanded and perfected appraisal rights under Delaware law, which were canceled and for which no payment
was delivered) was converted into the right to receive an amount in cash equal to either the Common Share Offer Price or the Preferred
Share Offer Price, as applicable, payable net to the holder in cash, without interest, subject to any withholding of taxes as
required by applicable law;
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all
outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time converted into
an aggregate of 1,000 newly and validly issued, fully paid and non-assessable shares of common stock of the surviving corporation;
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each
option to purchase Common Shares (whether vested or unvested) (each a “Company Option”) outstanding immediately prior
to the Effective Time was automatically canceled and converted into the right to receive (without interest) an amount in cash
equal to the product of (x) the total number of Common Shares underlying the Company Option as of immediately prior to the Effective
Time multiplied by (y) the excess, if any, of the Common Share Offer Price
over the per-share exercise price of such Company Option, less taxes required to be withheld with respect to such payment; provided
that, any such Company Option with respect to which the per-share exercise price subject thereto was equal to or greater than
the Common Share Offer Price was canceled for no consideration;
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each
award of Company restricted stock units that was subject solely to service-based vesting conditions (including any Company restricted
stock units that were subject, in whole or in part, to performance-based vesting conditions as of the applicable grant date, but
that were solely subject to service-based vesting conditions as of immediately prior to the Effective Time) (the “Company
RSUs”) and that were outstanding immediately prior to the Effective Time were fully vested and automatically canceled and
converted into the right to receive (without interest) an amount in cash equal to (x) the total number of Common Shares underlying
such award of Company RSUs as of immediately prior to the Effective Time, multiplied by (y) the Common Share Offer Price, less
taxes required to be withheld with respect to such payment; and
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each
award of Company restricted stock units other than those described in the immediately preceding bullet were canceled for no consideration
prior to the Effective Time in accordance with their terms.
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The aggregate consideration paid in the Offer and Merger was
approximately $626.7 million, without giving effect to related transaction fees and
expenses.
The foregoing summary of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, which was filed as Exhibit (d)(1) to the Schedule TO filed by IAC and Merger Sub on January 13, 2020 and is incorporated by reference herein.
