This Amendment No. 4 (this “
Amendment
”) amends and supplements the
Solicitation/Recommendation Statement on
Schedule 14D-9
(as previously amended and as may be further amended or supplemented from time to time, the
“
Schedule 14D-9
”) filed by Intersections Inc. (the “
Company
”) with the Securities and Exchange Commission (the “
Commission
”) on November 29, 2018,
relating to the offer by WC SACD One Merger Sub, Inc., a Delaware corporation (“
Purchaser
”), a wholly-owned subsidiary of WC SACD One Parent, Inc., a Delaware corporation (“
Parent
”, and together with the Purchaser,
collectively, the “
Purchaser Group
”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “
Common Stock
”), of the Company, 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 in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “
Offer
”). The Offer to Purchase and the Letter of Transmittal have been filed
as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO of the Purchaser Group and certain other filing persons filed with the Commission on November 29, 2018, as amended or supplemented from time to
time.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule
14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
“ITEM 8. ADDITIONAL INFORMATION” of the
Schedule 14D-9
is hereby amended and supplemented by
adding a new subpart “(o) Expiration of the Offer” as follows:
“
Expiration of the Offer
. The Offer expired at 5:00 p.m., New
York City time, on Friday, January 4, 2019 (the “
Expiration Time
”). Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such Shares will
be made promptly in accordance with the terms of the Offer.
American Stock Transfer & Trust Co., LLC, the depositary for the Offer, advised
Purchaser that, as of the Expiration Time, a total of 13,435,388 Shares were validly tendered and not validly withdrawn from the Offer (not including 46,844 Shares tendered pursuant to the notice of guaranteed delivery procedures) (the
“
Tendered Shares
”), of which approximately 10,627,218 Shares were tendered by stockholders who are not Rollover Holders or directors or executive officers who are not Rollover Holders (the “
Minority Tendered
Shares
”). For clarity, the Tendered Shares do not include the approximately 9.4 million Shares that Rollover Holders are obligated to roll over in the Offer. Together with the approximately 9.4 million Shares that the Rollover
Holders are obligated to roll over in the Offer, the Tendered Shares represent approximately 93% of the Company’s issued and outstanding Shares, or approximately 75% of the Company’s issued and outstanding Shares on a fully diluted basis
(disregarding any Shares issuable upon conversion of the Company’s Notes). The Minority Tendered Shares represent approximately 87% of the Company’s issued and outstanding Shares owned by stockholders who are not Rollover Holders or
directors or executive officers who are not Rollover Holders. Accordingly, the Minimum Condition with respect to the Offer was satisfied as of the Expiration Time (not including Shares tendered pursuant to the notice of guaranteed delivery
procedures). Parent intends to effect the merger of Purchaser with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent, in the coming days, pursuant to Section 251(h) of the DGCL and in accordance
with the Merger Agreement.”