Cox Automotive, Inc. and Dealertrack Technologies, Inc. (NASDAQ:
TRAK) announced today that pursuant to the Agreement and Plan of
Merger, dated June 12, 2015, by and among Cox Automotive,
Runway Acquisition Co., and Dealertrack (the “Merger Agreement”),
Cox Automotive has extended the offering period of its previously
announced tender offer to purchase all of the outstanding shares of
common stock (the “Shares”) of Dealertrack for $63.25 per Share,
net to the seller thereof in cash, without interest and subject to
any withholding taxes required by applicable law and upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated June 26, 2015 (the “Offer”). The Offer, which was previously
scheduled to expire at 12:00 midnight, New York City time, at the
end of Friday, August 21, 2015, has been extended until 12:00
midnight, New York City time, on Monday, September 14, 2015, unless
it is extended further under the circumstances set forth in the
Merger Agreement. All terms and conditions of the Offer shall
remain unchanged during the extended period.
American Stock Transfer & Trust Company, LLC, the depositary
for the Offer, has advised Cox Automotive and Dealertrack that, as
of 5:00 p.m., New York City time, on August 20, 2015, approximately
18,428,133 Shares of Dealertrack had been validly tendered and not
validly withdrawn pursuant to the Offer (not including 34,360
Shares tendered pursuant to notices of guaranteed delivery for
which Shares have not yet been delivered in settlement or
satisfaction of such guarantee), representing approximately 32.79%
of Dealertrack’s outstanding Shares. Shareholders who have already
tendered their Shares of Dealertrack do not have to re-tender their
Shares or take any other action as a result of the extension of the
Expiration Date of the Offer.
The acquisition is subject to a minimum tender of at least a
majority of outstanding Dealertrack shares on a fully diluted
basis, customary regulatory approvals and closing conditions. The
expectation that the acquisition will close in the third quarter of
2015 remains unchanged.
About Cox Automotive
(www.coxautoinc.com)
Cox Automotive is a leading provider of vehicle remarketing
services and digital marketing and software solutions for
consumers, dealers, manufacturers and the overall automotive
industry. Cox Automotive includes Manheim®, Autotrader®, Kelley
Blue Book®, vAuto®, Xtime®, NextGear Capital®, and a host of global
businesses and brands. Headquartered in Atlanta, Cox Automotive
employs nearly 24,000 employees in over 150 locations worldwide.
The company partners with more than 40,000 dealers, as well as most
major automobile manufacturers, and touches car buyers in the U.S.
with the most recognized brands in the industry. Cox Automotive
unites more than 20 brands in this space, providing an end-to-end
solution to transform the way people buy, sell and own cars every
day. Cox Automotive is a subsidiary of Cox Enterprises, an
Atlanta-based company with revenues of $17 billion and
approximately 50,000 employees. Cox Enterprises’ other major
operating subsidiaries include Cox Communications (cable television
distribution, high-speed Internet access, telephone, home security
and automation, commercial telecommunications and advertising
solutions) and Cox Media Group (television and radio stations,
digital media, newspapers and advertising sales rep firms).
About Dealertrack (www.Dealertrack.com)
Dealertrack’s intuitive and high value web based software
solutions and services enhance efficiency and profitability for all
major segments of the automotive retail industry, including
dealers, lenders, vehicle manufacturers, third party retailers,
agents and aftermarket providers. In addition to the industry's
largest online credit application network, connecting more than
20,000 dealers with more than 1,500 lenders, Dealertrack delivers
the industry's most comprehensive solution set for automotive
retailers, including Dealer Management System (DMS), Inventory,
Sales and F&I, Digital Marketing and Registration and Titling
solutions.
Forward Looking Statements
Statements in this release that are not strictly historical,
including statements regarding the proposed acquisition, the
expected timetable for receiving regulatory approvals and
completing the transaction, and any other statements regarding
events or developments that we believe or anticipate will or may
occur in the future, may be “forward-looking” statements within the
meaning of the federal securities laws, and involve a number of
risks and uncertainties. There are a number of important factors
that could cause actual events to differ materially from those
suggested or indicated by such forward-looking statements and you
should not place undue reliance on any such forward-looking
statements. These factors include risks and uncertainties related
to, among other things: general economic conditions and conditions
affecting the industries in which Cox Automotive and Dealertrack
operate; the uncertainty of regulatory approvals; the parties’
ability to satisfy the tender offer and merger agreement conditions
and consummate the transaction; and Dealertrack’s performance and
maintenance of important business relationships. Additional
information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is
available in Dealertrack’s SEC filings, including Dealertrack’s
Annual Report on Form 10-K for the year ended December 31,
2014. These forward-looking statements speak only as of the date of
this release and neither Cox Automotive nor Dealertrack assumes any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise, except as required by law.
Additional Information and Where to Find It
The description contained in this communication is not an offer
to buy or the solicitation of an offer to sell securities. The
tender offer is being made pursuant to a tender offer statement on
Schedule TO filed by Cox Automotive with the SEC on June 26, 2015.
Dealertrack filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer on June 26, 2015.
The tender offer statement (including an offer to purchase, a
related letter of transmittal and other tender offer documents) and
the solicitation/recommendation statement, in each case and any
amendments thereto, contain important information that should be
read carefully before making any decision to tender securities in
the planned tender offer. Dealertrack stockholders may obtain a
free copy of these materials (and all other tender offer documents
filed with the SEC) on the SEC’s Website: www.sec.gov. The Schedule
TO (including the offer to purchase and related materials, and the
Schedule 14D-9, including the solicitation/recommendation
statement, as well as any amendments thereto, may also be obtained
for free by contacting Innisfree M&A Incorporated, the
information agent for the tender offer, at (877) 456-3463.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150821005356/en/
Cox AutomotiveDavid Doolittle404-337-5990 or
404-568-7455David.Doolittle@coxautoinc.comorDealertrack
TechnologiesInvestor RelationsEric Jacobs,
888-450-0478Investorrelations@Dealertrack.comorMedia
RelationsAlison von Puschendorf,
877-327-8422Alison.vonpuschendorf@Dealertrack.com
(MM) (NASDAQ:TRAK)
Historical Stock Chart
From Oct 2024 to Nov 2024
(MM) (NASDAQ:TRAK)
Historical Stock Chart
From Nov 2023 to Nov 2024