This Amendment No. 2 to the Tender Offer Statement on Schedule TO (the “
Amendment
”)
amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “
SEC
”) on November 29, 2018, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on December 18, 2018 (as
amended and supplemented, the “
Schedule TO
”), and relates to the offer by WC SACD One Merger Sub, Inc. to purchase all of the issued and outstanding shares (the “
Shares
”) of common stock, par value $0.01 per share,
of Intersections Inc., at $3.68 per Share, in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 2018 (as amended and as
may be further amended or supplemented from time to time, the “
Offer to Purchase
”) and the accompanying Letter of Transmittal (which together with any amendments or supplements thereto, constitute the “
Offer
”). The
Offer is described in more detail in the Schedule
TO-T
tender offer statement filed with the SEC on November 29, 2018 by the Bidders (as amended and as may be further amended or supplemented from time to
time, the “
TO-T
”), which includes the Offer to Purchase and the Letter of Transmittal, (together with all other exhibits attached thereto, the “
Tender Offer Statement
”).
This Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and
supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented therein. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:
The information set forth in the Offer to Purchase under the heading “The Offer—Section 11—Background of the Offer; Other Transactions
with the Company” is hereby amended and restated in its entirety to read as follows:
“The Bidders hereby adopt the summary and
chronology of the background of the Offer set forth in “Item 4—Background of the Offer and the Merger” in the Schedule 14D-9 filed by the Company, as may be amended from time to time, and such information is incorporated herein by
reference.”
The information set forth in the Offer to Purchase under the heading “The Offer—Section 17—Legal Proceedings”
is hereby amended and restated in its entirety to read as follows:
“On December 11, 2018, a putative class action captioned
Franchi
v. Intersections Inc. et al.,
C.A. No.
1:18-cv-01957-UNA
(the “
Action
”) was filed
in the United States District Court for the District of Delaware against the Company, members of the Company Board, Parent and Purchaser. The complaint alleges that the Schedule 14D-9 omits material information with respect to the proposed
transaction, which renders the Schedule 14D-9 false and misleading, and that defendants violated Sections 14(e), 14(d), and 20(a) of the Exchange Act in connection with the Schedule 14D-9. Among other things, the complaint seeks to enjoin defendants
from proceeding with the proposed transaction, or in the event defendants consummate the proposed transaction, rescind it and set it aside or award the plaintiff rescissory damages, and award costs, including attorneys’ and experts’ fees.
The defendants believe that the claims asserted in the Action are without merit and no supplemental disclosure is required under
applicable law. To the contrary, the defendants specifically deny all allegations in the Action. However, on December 21, 2018, in order to avoid the risk of adverse effect or delay in connection with the transaction and to minimize the costs,
risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the defendants entered into an agreement in principle with plaintiff that is expected to be memorialized in a memorandum of understanding (the
“
MOU
”) memorializing the parties’ agreement to settle the Action. Under the terms of the proposed MOU, the plaintiff has agreed to voluntarily dismiss with prejudice the individual claims asserted in the Action, and
dismiss without prejudice claims asserted in the Action on behalf of a putative class of the Company’s stockholders, and to undertake all steps, including the preparation and filing of documents, stipulations or other papers deemed
necessary to effectuate dismissal of the Action. In connection with the settlement, plaintiff intends to seek an award of attorneys’ fees and reimbursement of expenses.
In connection with the settlement, the defendants also agreed to make certain disclosures related to the Offer and the Merger that are
supplemental to the disclosures set forth in the Schedule 14D-9 (the “
Supplemental Disclosures
”). The Supplemental Disclosures include disclosures that address plaintiff’s allegations and claims that the Schedule 14D-9
was false and misleading and were made solely to avoid the costs and burdens of litigation, and without admitting any liability or wrongdoing. The Supplemental Disclosures contemplated by the proposed MOU are set forth in Amendment No. 3 to the
Schedule 14D-9 , as filed on December 26, 2018, which should be read in conjunction with the disclosures contained in the Schedule 14D-9, as amended. Nothing in the
TO-T,
Amendment No. 3 to the
Schedule 14D-9 or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth in the
TO-T
or Amendment No. 3 to the Schedule 14D-9.
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