Introduction
This Amendment No. 2 to the Rule
13e-3
Transaction Statement on Schedule
13E-3
(the
Amendment
) amends and supplements the Transaction Statement on Schedule
13E-3
filed with the Securities and Exchange Commission (the
SEC
) on November 29, 2018, as amended by Amendment No. 1 thereto, filed on December 18, 2018 (the
Schedule
13E-3
or
Transaction
Statement
), and relates to an offer by WC SACD One Merger Sub, Inc. to purchase all of the outstanding shares of common stock, par value $0.01 per share (the
Common Stock
) of Intersections Inc., at a price of $3.68 per
Share in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions contained in the Offer to Purchase, dated November 29, 2018 (as amended and as may be further amended 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 filing persons hereto other than Loeb Holding Corporation, Michael R. Stanfield, Stanfield Family Investments LLC, and David A.
McGough, as amended by Amendment No. 1 thereto, filed on December 18, 2018 (as amended and as may be further amended 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
).
Except to the
extent specifically provided in this Amendment, the information set forth in the Schedule
13E-3
remains unchanged. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the
meanings assigned to them in the Schedule
13E-3
or Tender Offer Statement, as applicable. All information contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.
ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
|
Item 5 of the Schedule
13E-3
is hereby amended and supplemented by adding the following:
The summary and chronology of the background of the Offer set forth in ITEM 4. THE SOLICITATION OR RECOMMENDATION(b) Background of the Offer
and the Merger in the Schedule
14D-9
filed by the Company, as may be amended from time to time, is incorporated herein by reference.
ITEM 15.
|
ADDITIONAL INFORMATION.
|
Item 15
of the Schedule
13E-3
is hereby restated in its entirety as follows:
All of the information in the Tender Offer Statement, as may be amended from time to time, and the Schedule
14D-9,
as may be amended from time to time, including all schedules and annexes thereto, is expressly incorporated by reference in answer to Item 15 of this Schedule
13E-3.
(c)
Other material information
. 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 Companys 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 plaintiffs 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