UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
Amendment No. 9
DEALERTRACK TECHNOLOGIES, INC.
(Name of Subject Company)
DEALERTRACK TECHNOLOGIES, INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
242309102
(CUSIP Number of Class of Securities)
Gary N. Papilsky, Esq.
General Counsel
Dealertrack Technologies, Inc.
1111 Marcus Ave., Suite M04
Lake Success, NY 11042
(516) 734-3600
(Name, address and telephone numbers
of person authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
Paul S. Scrivano, Esq.
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, New York 10036
(212) 326-2000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 9
(“Amendment No. 9”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Dealertrack Technologies, Inc. (the “Company”) with the U.S. Securities and Exchange Commission
on June 26, 2015 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9
relates to the tender offer by Runway Acquisition Co. (“Acquisition Sub”), a subsidiary of Cox Automotive,
Inc. (“Parent”), to purchase all of the Company’s outstanding common stock, par value of $0.01 per
share (the “Shares”) for $63.25 per Share, upon the terms and subject to the conditions set forth in the
Offer to Purchase of Parent and Acquisition Sub dated June 26, 2015, and in the related Letter of Transmittal, as each
may be amended or supplemented from time to time.
Except as otherwise set forth below, the
information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this
Amendment No. 9. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule
14D-9.
Item 9. Exhibits
Item 9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
(a)(1)(M) Joint
Press Release issued by Cox Automotive, Inc. and Dealertrack Technologies, Inc., dated September 24, 2015.
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: September 24, 2015
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DEALERTRACK TECHNOLOGIES, INC. |
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By: |
/s/ Eric D. Jacobs |
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Name: |
Eric D. Jacobs |
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Title: |
Executive Vice President, Chief |
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Financial and Administrative Officer |
Exhibit (a)(1)(M)
COX AUTOMOTIVE™ AND DEALERTRACK®
PROVIDE UPDATE ON
TIMING OF TRANSACTION
ATLANTA, GA, and LAKE SUCCESS, NY, September 24, 2015
– Cox Automotive, Inc. and Dealertrack Technologies, Inc. (NASDAQ: TRAK) announced today that the acquisition of Dealertrack
by Cox Automotive pursuant to the Agreement and Plan of Merger dated as of June 12, 2015 is now expected to close in October 2015.
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.
Cox Automotive
David Doolittle
404-337-5990 or 404-568-7455
David.Doolittle@coxautoinc.com
Dealertrack Technologies
Investor Relations
Eric Jacobs 888-450-0478
Investorrelations@Dealertrack.com
or
Media Relations
Alison von Puschendorf, 877-327-8422
Alison.vonpuschendorf@Dealertrack.com
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