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 Wednesday, September
23, 2015, has been extended until 12:00 midnight, New York City
time, on Wednesday, September 30, 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 September 22, 2015,
approximately 21,831,315 Shares of Dealertrack had been validly
tendered and not validly withdrawn pursuant to the Offer (not
including 32,900 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
39.50% 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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150923005681/en/
Cox AutomotiveDavid Doolittle, 404-337-5990 or
404-568-7455David.Doolittle@coxautoinc.comorDealertrack
TechnologiesEric Jacobs, 888-450-0478Investor
RelationsInvestorrelations@Dealertrack.comorMedia RelationsAlison
von Puschendorf,
877-327-8422Alison.vonpuschendorf@Dealertrack.com
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