Filing of a Draft Information Document by Meetic in Response to the Simplified Cash Tender Offer Initiated by Match.com France Limited

Regulatory News:

Meetic (Paris:MEET):

The following translation is provided for information purposes only and is not intended to substitute the original French language press release entitled "Dépôt d’un projet de note d'information par Meetic en réponse au projet d’offre publique d’achat simplifiée initié par Match.com France Limited” which was published on November 26, 2013.

1. PRESENTATION OF THE OFFER

Pursuant to Section III of Book II and more specifically Article 233-1 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") filed with the AMF on 6 November, 2013 a simplified cash tender offer proposal, pursuant to which it made an undertaking to the AMF to make an offer to shareholders of 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 to as "Meetic" or as the "Company"), to purchase any and all of the shares of the Company that are traded on the regulated stock exchange of NYSE Euronext in Paris ("NYSE Euronext") (Compartment B) under ISIN code FR0004063097, with the trading symbol "MEET" (the "Company Shares"), at price of eighteen euros and seventy-five cents (€18.75) per Company Share (the "Offer"), an Offer that could be followed, if the applicable conditions are met, by a squeeze out, in application of Articles 237-14 et seq. of the AMF general regulation (the "Squeeze Out").

The Offeror is a company newly formed for the purpose of the Offer and the off-market block acquisition preceding it. It is a subsidiary of the Match.com group and an indirect subsidiary of IAC/InterActiveCorp ("IAC"). As of the date of the draft offer response document, the Offeror owns, through its subsidiary, Match.com Europe Limited, 20,395,839 Company Shares, representing 86.92% of the share capital and 88.16% of the voting rights of the Company (i.e. 14,301,505 Company Shares owned directly by Match.com Europe Limited and 6,094,334 Company Shares owned by Match.com Pegasus Limited, a subsidiary of Match.com Europe Limited).

The Offer shall be conducted under the simplified procedure in accordance with the provisions of Articles 233-1 et seq. of the AMF general regulation.

The Offer targets any and all outstanding Company Shares not held by the Match.com group as of the date of the draft offer response document, i.e. 3,068,089 Company Shares – taking into account the vesting of 154,500 Company Shares which occurred on November 18, 2013.

It should be noted that among these 3,068,089 Company Shares, 276,669 Company Shares will not be capable of being tendered in the Offer because they are duly vested but remain subject to a lock-up requirement which expires after the closing of the Offer, in application of Articles L. 225-197-1 et seq. of the French Commercial Code (except in case of death or invalidity of the holder).

The Offer does not target the free shares allocated by the Company to certain employees and corporate officers which will not be vested prior to the closing of the Offer and thus are not capable of being tendered in the Offer (except in case of early vesting and transferability due to the death or invalidity of the holder).

Pursuant to the provisions of Article 231-13 of the AMF general regulation, BNP Paribas, as presenting bank for the Offer, guarantees the content and the irrevocable nature of the undertakings made by the Offeror in connection with the Offer.

2. REASONED OPINION OF THE MEETIC BOARD OF DIRECTORS

The members of the Company’s board of directors met on November 25, 2013. All members of the board were present or represented.

In the absence of Mr. Gregory R. Blatt, Chairman of the board of directors of the Company, the meeting was chaired by Mr. Sam Yagan, director dully authorized by Mr. Gregory R. Blatt to represent him and chair the meeting.

In order to prevent any conflict of interest, the directors appointed on proposal of the Match.com group, Mr. Gregory R. Blatt (represented by Mr. Sam Yagan) and Mr. Sam Yagan, abstained from voting on the resolution relating to the Board’s reasoned opinion on the merits of the Offer and its consequences for the Company, its employees and shareholders.

"In order to proceed with the consideration of the simplified cash tender offer proposal targeting any and all Meetic shares at a price of 18.75 euros per share (the "Offer") filed by Match.com France Limited, the Chairman placed the following documents at the disposal of the Board members: (i) the draft offer document filed by Match.com France Limited, (ii) the draft response document to the Offer prepared by the Company and (iii) the independent expert’s report, drawn up by the firm Associés en Finance, represented by Mr. Bertrand Jacquillat and Mr. Daniel Beaumont, in application of articles 261-1 I and II of the AMF general regulation.

The members of the Board examined all of these documents.

[…]

Reasoned opinion of the Board on the merits of the Offer and its consequences for the Company, its employees and shareholders.

The Chairman gave a reminder that the Offer was made further to the acquisition on September 25, 2013 by Match.com France Limited of 1,571,886 Meetic shares in the context of an off-market block acquisition entered into with Jaïna Capital and Jaïna Ventures, i.e. all of the shares still held indirectly by Meetic’s founder, Mr. Marc Simoncini.

The Chairman recalled that, following the announcement by Match.com France Limited of its intention to launch the Offer, the Board had met on October 24, 2013. The Board took note of such intention and of the Offer price and unanimously (excluding Mr. Gregory R. Blatt and Mr. Sam Yagan, who did not take part in the vote) resolved to appoint the firm Associés en Finance, represented by Mr. Bertrand Jacquillat and Mr. Daniel Beaumont, as independent expert in charge of the preparation of a report on the financial terms of the Offer in accordance with Articles 261-1 I and II of the AMF general regulation.

The directors were then invited to examine in greater detail the report by the independent expert, which concludes that the price offered is fair.

The Chairman indicated that, as he had been appointed director at the initiative of the Match.com group, he would not be taking part in the discussions leading to the adoption of the Board’s opinion on the draft Offer. He indicated that this was also the case for Mr. Gregory R. Blatt which he represents and which has also been appointed at the initiative of the Match.com group.

After having examined the documents, the Board acknowledged that:

• the Offer is principally motivated by the wish to remove the regulatory and administrative constraints which result from Meetic's status as a listed company which is no longer justified considering the small size of the free float and the very limited liquidity in the Meetic stock;
• Match.com France Limited intends, should it come to hold over 95% of the Company’s share capital and voting rights after completion of the Offer, to request from the AMF the implementation of a squeeze out in order to obtain the transfer of all the Meetic shares not tendered in the Offer, in consideration for a remuneration equal to the Offer price;
• Match.com France Limited also intends, should it not be able, upon completion of the Offer, to implement a squeeze out due to an insufficient number of shares having been tendered to the Offer, to ask the competent authority, NYSE-Euronext Paris, to delist the Meetic shares;
• the Offer price, followed, if the conditions are fulfilled and Match.com France Limited so decides, by a squeeze out, is 18.75 euros per Meetic share;
• the Offer price represents a premium of 51.5% on the closing price for Meetic stock on September 24, 2013, the day preceding the announcement of the Offer, and premiums of respectively 50.5% and 54.2% on the 1- and 3-month pre-announcement average of daily closing prices weighted by transaction volume;
• the Offer price is higher than the range calculated using all of the valuation criteria as set out in the independent expert’s report;
• the statement by the independent expert concludes that the price offered in the simplified tender offer, as well as the potential subsequent squeeze-out, is fair;
• the Offer represents, for all the Company’s shareholders, an opportunity for immediate, integral and considerably better liquidity than that offered by the market considering the low volume of trades in the Meetic stock on NYSE-Euronext, combined with a very substantial premium on the stock price prior to the announcement of the Offer.

The Board of Directors, acknowledging the terms of the Offer, the intentions of Match.com, the valuation criteria indicated in the draft offer document filed by Match.com France Limited and the independent expert’s report, after due deliberation, considered that the Offer is in the best interest of the Company whose status as a listed company is no longer justified and, moreover, provides shareholders with an immediate liquidity opportunity at a price higher than the range calculated using all of the valuation criteria; all present or represented board members resolved to approve unanimously (Mr. Gregory R. Blatt and Mr. Sam Yagan not taking part in the vote) the draft Offer as described in Match.com France Limited's draft offer document, as well as the draft offer response document and to recommend that all shareholders tender their shares in the Offer."

3. INDEPENDENT EXPERT’S REPORT

On October 24, 2013, in application of Articles 261-1 I and II of the AMF general regulation, the board of directors of Meetic appointed the firm Associés en Finance, represented by Mr. Bertrand Jacquillat and Mr. Daniel Beaumont, as independent expert in charge of the preparation of a report on the financial terms of the Offer. The independent expert's conclusions on the fairness of the price offered to shareholders in the context of Offer, and of the potential subsequent squeeze-out are as follows:

"Based on our work, we conclude to a valuation range of €18.27 to € 18.44 per Meetic share as central value using the discounted cash flows method, €15.19 to € 18.48 using the trading multiples method, and €15.79 to € 16.73 using the transaction multiples method. These results are very close to those achieved by BNP Paribas, presenting bank for the Offer.

Our preferred method is the discounted cash flows approach (central value ranging from €18.27 to € 18.44), representing a premium of 2% to 3% percent on the Offer price, i.e. €18.75, using the maximal value for Twoo. Such premium would be in the range of 7% to 8%, using a valuation for Twoo Europe in line with recent transactions.

All the data and parameters used have been selected with a view to respect the interests of Meetic's minority shareholders. Our valuation work has been carried out based on the information provided by Meetic's management, and forecasted market trends, as well as with reference to the listed companies followed by Associés en Finance.

The proposed price, i.e. €18.75 per share, which is higher than our valuations, offers the following premiums to minority shareholders:

• a 25% premium on the average weighted cost per Meetic shares, i.e. €14.96, paid by IAC for the acquisition of its majority shareholding in Meetic, calculated post-payment of dividends;
• a 51.5% premium on the closing price of the Meetic stock on September, 24 2013 - the last trading day before the announcement of the Offer;
• a 2-3% premium on the value obtained by aggregating Meetic's value under the discounted cash flows method and Twoo's maximal value (or a 7-8% premium using a valuation for Twoo Europe in line with recent transactions).

In addition, the transaction which occurred on September 25, 2013 between Match.com and Marc Simoncini can be regarded as a reference in this context, as the offered price, i.e. €18.75 was considered as sufficiently attractive by Marc Simoncini, Meetic's founder and a well-informed player of the online business.

Our mission was to assess the fairness of the price offered in the context of the simplified cash tender offer, and of the potential subsequent squeeze out. Based on the above and the results of our work, we consider that the price offered, which is higher than the valuation range, is fair, including in the context of the potential squeeze out which may be implemented within three months of the closing of the Offer".

4. OFFER DOCUMENTS MADE AVAILABLE AND CONTACTS

The draft response document is available on the Meetic (www.meetic-corp.com) and the AMF (www.amf-france.org) websites. It may also be obtained free of charge from:

MEETIC S.A.
6, rue Auber
75009 Paris

In accordance with Article 231-28 of the AMF general regulation, information concerning Meetic (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 simplified cash tender offer, in the same manner.