Will become a leading player in rapidly growing
US online real estate sector
Move to benefit from News Corp’s scale and
reach
News Corp and Move, Inc. (“Move”) announced today that News Corp
has agreed to acquire Move, a leading online real estate business
that brings consumers and Realtors® together to facilitate the sale
and rental of real estate in the United States.
REA Group Limited (“REA”), which is 61.6% owned by News Corp and
is the operator of the leading Australian residential property
website, realestate.com.au, plans to hold a 20% stake in Move with
80% held by News Corp.
Through realtor.com® and its mobile applications, Move displays
more than 98% of all for-sale properties listed in the US, sourced
directly from relationships with more than 800 Multiple Listing
Services (“MLS”) across the country. As a result, Move has the most
up-to-date and accurate for-sale listings of any online real estate
company in America. The Move Network of websites, which also
includes Move.com, reaches approximately 35 million people per
month, who spend an average of 22 minutes each on its sites1.
Move’s content advantage makes it well positioned to capitalize
on the fast-growing US online real estate sector and the world’s
largest residential real estate market. More than five million
homes in the United States are bought and sold each year,
representing more than $1 trillion in annual transaction volume.
Agents and brokers are expected to spend approximately $14 billion
in 2014 marketing homes (up from approximately $11 billion in
2012), and an additional $11 billion will be spent by mortgage
providers2.
Under the acquisition agreement, which has been unanimously
approved by the board of directors of Move, News Corp will acquire
all the outstanding shares of Move for $21 per share, or
approximately $950 million (net of Move’s existing cash balance),
via an all-cash tender offer. This represents a premium of 37% over
Move’s closing stock price on September 29, 2014. REA’s share will
be acquired for approximately US$200 million. News Corp intends to
commence a tender offer for all of the shares of common stock of
Move within 10 business days, followed by a merger to acquire any
untendered shares.
"This acquisition will accelerate News Corp's digital and global
expansion and contribute to the transformation of our company,
making online real estate a powerful pillar of our portfolio,” said
Robert Thomson, Chief Executive of News Corp. “We intend to use our
media platforms and compelling content to turbo-charge traffic
growth and create the most successful real estate website in the
US. We are building on our existing real estate expertise and
expect to leverage the potential of Move and its valuable
connections with Realtors® and consumers around the country."
“In addition to boosting Move’s subscription, advertising and
software services, this acquisition will give News Corp a
significant marketing platform for our media assets, which will
benefit from the high-quality geographic data generated by real
estate searches,” said Mr. Thomson. “We certainly expect this deal
to amount to far more than the sum of the parts.”
“News Corp’s acquisition of Move speaks powerfully to the
quality and value of our content, audience and industry
relationships,” said Steve Berkowitz, Chief Executive Officer of
Move. “We provide people with the information, tools and
professional expertise they need to make the best and most informed
real estate decisions, and we work to uphold the indispensable role
of the professional in the real estate experience. News Corp shares
our vision, which is one of the many reasons this combination is
such good news for our customers, consumers and the industry as a
whole.”
REA Group Chief Executive Tracey Fellows said: “This is a
fantastic opportunity for REA Group to invest in a leading player
in the largest real estate market in the world. We see strong
growth potential for Move, given the size of the US market, the
significant proportion of real estate advertising yet to move
online, and recent industry consolidation. We believe that our
digital real estate know-how, combined with News Corp’s content,
distribution and marketing strengths, will be a winning combination
for Move and for our shareholders.”
Move has an exclusive, strategic relationship with the National
Association of Realtors® (“NAR”), the largest trade organization in
the United States, with more than one million members, and NAR has
given its consent to the acquisition. Move is focused on providing
high ROI for agents and benefits from their invaluable marketing
support and high quality listings for vendors and potential
purchasers.
“This partnership will help shape the future of real estate,”
said National Association of Realtors® President Steve Brown. “News
Corp’s ability to reach and engage consumers, combined with
realtor.com®’s quality content and the real insights
Realtors® provide will transform the current landscape.
Working together, Realtors®, Move and News Corp will truly make
home happen.”
Move owns ListHub, a digital platform that aggregates and
syndicates MLS data to more than 130 online publishers, reaching
approximately 900 websites.
The Move audience is highly engaged and transaction ready; over
90% of page views on their websites are on ‘for sale’ properties,3
helping generate the highest conversion rate of qualified leads in
the industry4. The connection between agents and customers is
strengthened by robust web and mobile-based customer-relationship
management offerings to help facilitate transactions. Approximately
60% of traffic for Move websites comes from mobile devices.
For the year ended December 31, 2013, Move reported $227 million
in revenues, and $29 million in adjusted EBITDA5, and generated the
highest revenue per unique user in the industry.
Move will become an operating business of News Corp and remain
headquartered in San Jose, California. The company, started in
1993, has 913 employees.
Some of the expected key benefits of the transaction
include:
- Broadened reach for Move through
News Corp’s robust platform including WSJ Digital Network
(approximately 500 million average monthly page views6) and News
America Marketing (nearly 74 million households)
- Increased sales and marketing
support to drive higher brand awareness and traffic
- Cross-platform promotion and
audience monetization expertise
- Leverage of News Corp’s and REA’s
real estate and digital expertise to drive improved product
innovation, consumer engagement and audience growth
- Boost traffic and digital dwell
times with high quality News Corp content
###
In addition to its leading position in Australia, REA’s
operations and investments include leading online real estate
websites in Italy (casa.it) and Luxembourg (atHome.lu) with
presence also in regional France. In Asia, REA
operates MyFun.com for the Chinese market and
squarefoot.com.hk in Hong Kong and recently acquired a 17.22%
stake in iProperty, the leading online real estate advertising
business across South East Asia.
Along with its connection to REA, News Corp also has substantial
expertise in real estate via its newspaper holdings, including The
Wall Street Journal and the New York Post. In 2012, the Journal
began publishing Mansion, a successful global luxury real estate
section, under the leadership of Mr. Thomson, who was then the
Journal’s Managing Editor. News Corp’s UK publications also provide
readers with online access to home and apartment listings
throughout Great Britain. The Times of London’s lucrative Bricks
& Mortar section was also commissioned and overseen by Mr.
Thomson while he was Editor of that publication.
“We have great faith in America’s potential and the long-term
asset value of housing, which is continuing its recovery and has
yet to regain its full potency,” said Mr. Thomson. “It is forecast
that the number of Millennial households will increase from 13.3
million in 2013 to 21.6 million in 2018, and they will spend more
than $2 trillion on home purchases and rent by 20187. Many will
begin their search online and use tools and content on
realtor.com®. Buying a home is the most important investment
decision any family will make.”
The acquisition is subject to the satisfaction of customary
closing conditions, including regulatory approvals and a minimum
tender of at least a majority of the outstanding Move shares, and
is expected to close by the end of calendar year 2014.
Advisors on the transaction include Goldman Sachs, as financial
advisor, and Skadden, Arps, Slate, Meagher and Flom LLP, as legal
advisor, for News Corp and Morgan Stanley, as financial advisor,
and Cooley LLP, as legal advisor, for Move.
####
Conference Call for Analysts and Media
News Corp will host a call with analysts and media to discuss
the proposed acquisition at 8:30 a.m. EDT (Sydney: 10:30 p.m.
AEST), September 30, 2014. Reporters are invited to join the call
on a listen-only basis.
A live audio webcast of the call will be available via:
http://investors.newscorp.com.
The call can also be accessed by dialing:
US Participants: 1-800-967-7188Non-US
Participants: 1-719-325-2138Passcode: 6791228
A replay will be available approximately three hours following
the conclusion of the call and for 10 business days thereafter by
dialing:
US Participants: 1-888-203-1112Non-US
Participants: 1-719-457-0820Passcode: 6791228
Forward- Looking
Statements
This document contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Forward-looking statements can often be identified by words such as
“anticipates,” “expects,” “intends,” “plans,” “predicts,”
“believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,”
“could,” “potential,” “continue,” “ongoing,” similar expressions,
and variations or negatives of these words. The reader is cautioned
not to place undue reliance on these forward-looking statements,
which are not a guarantee of future performance and are subject to
a number of uncertainties, risks, assumptions and other factors,
many of which are outside the control of News Corporation (“News
Corp”) and Move. The forward-looking statements in this document
address a variety of subjects including, for example, the expected
date of closing of the acquisition and the potential benefits of
the proposed acquisition, including integration plans and expected
synergies. The following factors, among others, could cause actual
results to differ materially from those described in these
forward-looking statements: the risk that Move’s business will not
be successfully integrated with News Corp’s business; matters
arising in connection with the parties’ efforts to comply with and
satisfy applicable regulatory approvals and closing conditions
relating to the transaction; and other events that could adversely
impact the completion of the transaction, including industry or
economic conditions outside of our control. In addition, actual
results are subject to other risks and uncertainties that relate
more broadly to News Corp’s overall business, including those more
fully described in News Corp’s filings with the U.S. Securities and
Exchange Commission (“SEC”) including its annual report on Form
10-K for the fiscal year ended June 30, 2014, and its quarterly
reports filed on Form 10-Q for the current fiscal year, and Move’s
overall business and financial condition, including those more
fully described in Move’s filings with the SEC including its annual
report on Form 10-K for the fiscal year ended December 31, 2013,
and its quarterly reports filed on Form 10-Q for the current fiscal
year. The forward-looking statements in this document speak only as
of this date. We expressly disclaim any current intention to update
or revise any forward-looking statements contained in this document
to reflect any change of expectations with regard thereto or to
reflect any change in events, conditions, or circumstances on which
any such forward-looking statement is based, in whole or in
part.
Additional Information Regarding the
Proposed Transaction
This communication does not constitute an offer to buy or a
solicitation of an offer to sell any securities. No tender offer
for the shares of Move has commenced at this time. In connection
with the proposed transaction, News Corp intends to file tender
offer documents with the SEC. Any definitive tender offer documents
will be mailed to shareholders of Move. INVESTORS AND SECURITY
HOLDERS OF MOVE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by News Corp through the SEC
website at http://www.sec.gov or through the News Corp website at
http://investors.newscorp.com.
About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global,
diversified media and information services company focused on
creating and distributing authoritative and engaging content to
consumers throughout the world. The company comprises businesses
across a range of media, including: news and information services,
cable network programming in Australia, digital real estate
services, book publishing, digital education, and pay-TV
distribution in Australia. Headquartered in New York, the
activities of News Corp are conducted primarily in the United
States, Australia, and the United Kingdom. More information:
http://www.newscorp.com.
About Move, Inc.
Move, Inc. (NASDAQ:MOVE), a leading provider of online real
estate services, operates realtor.com®, which connects people to
the essential, accurate information needed to identify their
perfect home and to the REALTORS® whose expertise guides consumers
through buying and selling. As the official website for the
National Association of REALTORS®, realtor.com® empowers
consumers to make smart home buying, selling and renting decisions
by leveraging its direct, real-time connections with more than 800
multiple listing services (MLS) via all types of computers, tablets
and smart telephones. Realtor.com® is where home happens. Move
is based in the heart of the Silicon Valley — San Jose, CA.
REALTOR® and REALTOR.COM® are trademarks of the National
Association of REALTORS® and are used with its permission.
About REA Group
REA Group Limited ACN 068 349 066 (ASX:REA) is a leading digital
advertising business specialising in property. REA Group operates
Australia’s No.1 residential and commercial property websites,
realestate.com.au and realcommercial.com.au, as well as the
market-leading Italian property site, casa.it, squarefoot.com.hk in
Hong Kong, myfun.com in China and other property sites and apps
across Europe. www.rea-group.com.
1 Move, Inc. Internal data (August 2014).2 Borrell Associates
(August 27, 2014).3 Move, Inc. Internal data (August 2014).4 PAA
Research Independent Study.5 Adjusted EBITDA excludes stock-based
compensation.6 Adobe Omniture, for the year ended June 30, 2014.7
2013 Demand Institute Housing & Community Survey.
News CorpJim Kennedy, 212-416-4064Chief Communications
Officerjkennedy@newscorp.com@jimkennedy250orMike Florin,
212-416-3248SVP, Head of Investor
Relationsmflorin@newscorp.comorMove, Inc.Christie Farrell,
408-558-7115Director of Corporate
CommunicationsChristie.farrell@move.comorREA GroupJennifer Parker,
+61 427 900 402Senior Communications
Managerjennifer.parker@rea-group.comorThe National Association of
Realtors®David Greer, 202-383-1128 (o) / 202-997-8897 (m)Vice
President, Media and Consumer Communicationsdgreer@realtors.org
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