PR Newswire
SAN FRANCISCO, July 7, 2017
SAN FRANCISCO, July 7, 2017 /PRNewswire/ -- LendingClub (NYSE: LC), America's largest online marketplace connecting borrowers and investors, today announced that on June 29, 2017, its Board of Directors (the "Board") received a letter from IEG Holdings Corporation ("IEG") stating its intention to acquire up to 9.99% of the outstanding common stock of LendingClub on the basis of two shares of IEG common stock for each share of LendingClub common stock, representing a 38% discount to the current trading price of LendingClub's common stock. The Board believes there is no rational economic basis upon which LendingClub stockholders should accept IEG's proposed exchange offer, which appears intended to mislead investors into mistakenly tendering into a deeply discounted offer. The Board has unanimously concluded the offer is grossly inadequate, is not in the best interests of LendingClub and its stockholders and urges stockholders not to be misled into tendering into the offer, if and when it is made.
There is ample evidence indicating that IEG is a short term investor and is attempting to profit at the expense of LendingClub investors for its own personal gain:
The Board unanimously recommends that stockholders simply ignore IEG's proposed exchange offer, if and when made.
In making its determination, the Board considered:
The deeply discounted value of the proposed exchange offer
Shares of IEG would be a poor investment
The form of the proposed offer consideration is an illiquid, highly concentrated, over-the-counter stock
The proposed exchange offer will generally be taxable to LendingClub stockholders
IEG's troublesome track record and practices in a prior exchange offer; a timeline:
The full text of IEG's letter is being furnished as an exhibit to a filing on Form 8-K that is being filed with the Securities and Exchange Commission today.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to LendingClub.
About LendingClub
LendingClub was founded to transform the banking system to make credit more affordable and investing more rewarding. Today, LendingClub's online credit marketplace connects borrowers and investors to deliver more efficient and affordable access to credit. Through its technology platform, LendingClub is able to create cost efficiencies and passes those savings onto borrowers in the form of lower rates and to investors in the form of solid returns. LendingClub is based in San Francisco, California. Currently, residents of the following states may invest in Lending Club notes: AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, ME, MD, MI, MN, MO, MS, MT, ND, NE, NH, NJ, NV, NY, OK, OR, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, or WY. All loans are made by federally regulated issuing bank partners. More information is available at https://www.lendingclub.com.
Additional Information and Where You Can Find It
Information in this press release is not an offer to sell securities or the solicitation of an offer to buy securities. If and when IEG commences its proposed exchange offer, LendingClub will file a solicitation/recommendation statement on Schedule 14D-9 regarding the exchange offer with the U.S. Securities and Exchange Commission ("SEC"). LendingClub stockholders and investors are advised to carefully read LendingClub's solicitation/recommendation statement regarding the exchange offer by IEG, which will contain important information, when it becomes available before making any investment decision with respect to any exchange offer from IEG. Free copies of the solicitation/recommendation statement and other documents filed with the SEC will be available at the SEC's web site at www.sec.gov, or at the Investor Relations section of the LendingClub web site at www.lendingclub.com, and will also be available, without charge, by directing requests to LendingClub's Investor Relations department at [email protected].
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are not statements of historical fact but instead represent only management's current beliefs regarding future events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events or performance, and underlying assumptions and other statements related thereto. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "predict," "project," "will," "would" and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward statements include: the outcomes of pending governmental investigations and pending or threatened litigation, which are inherently uncertain; the impact of management changes and the ability to continue to retain key personnel; the ability to achieve cost savings from recent restructurings; LendingClub's ability to continue to attract and retain new and existing retail and institutional investors; competition; overall economic conditions; demand for the types of loans facilitated by LendingClub; default rates and those factors set forth in the section titled "Risk Factors" in LendingClub's most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, each filed with the SEC. LendingClub may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. LendingClub does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE LendingClub
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