– Strategically combines two industry leaders known for
innovation, customer focus and delivering results
– Creates broader suite of open solutions that provide greater
value to consumers, dealers, lenders and manufacturers
Cox Automotive, Inc., a leading provider of digital marketing,
wholesale and e-commerce solutions across the automotive industry,
and Dealertrack Technologies, Inc. (NASDAQ:TRAK), a leader in
software solutions and services for automotive retailers, today
announced that they have entered into a definitive merger
agreement.
Cox Automotive will acquire Dealertrack in an all-cash
transaction valued at $4 billion, or $63.25 per share. The
acquisition is subject to a minimum tender of at least a majority
of the outstanding Dealertrack common shares and customary closing
conditions, and is expected to close in the third quarter of 2015.
The Dealertrack Board of Directors has unanimously approved the
acquisition and recommends that Dealertrack stockholders tender
their shares in favor of the transaction.
The combination of Cox Automotive and Dealertrack will create a
broader suite of open solutions that deliver greater value to
consumers, dealers, lenders, manufacturers and the overall
automotive industry. Dealertrack’s broad solution set for dealers
is an excellent complement to Cox Automotive’s vehicle remarketing
services and digital markets and software solutions that serve the
wider automotive ecosystem. In addition, the combination will
better serve customers across global markets through each company’s
respective international footprint. Together, Cox Automotive and
Dealertrack will be well positioned to help customers grow their
businesses and increase efficiencies as they navigate a rapidly
changing global automotive industry.
“This is a great investment in our customers and in the auto
industry,” said Sandy Schwartz, President of Cox Automotive. “We
have long admired the Dealertrack team and its highly respected
brands. Integrating our platforms will be a big step forward in our
shared vision of providing open, cost-effective and efficient
solutions for dealers, lenders, manufacturers and consumers. We
look forward to working with Mark O’Neil and his team as Mark
continues to lead the acquired businesses and as we continue to
innovate for our customers.”
Mark O’Neil, Chairman and Chief Executive Officer of
Dealertrack, said, “I am confident that with Cox Automotive, we
will fully unlock the potential of our combined brands and teams in
the service of our clients. Dealertrack team members have been a
critical element in the tremendous success our company has
achieved, and I want to thank all of our team members as we move
forward into this exciting new chapter of growth. I am extremely
enthusiastic about our future with Cox Automotive.”
O’Neil added, “This provides a significant premium and immediate
cash value for Dealertrack stockholders at closing. After careful
and thoughtful analysis, with the assistance of our independent
legal and financial advisors, we concluded that this transaction
provides our stockholders with the opportunity to tender their
shares at a price that recognizes the superior value of
Dealertrack’s industry partnerships, solutions, technology,
financial management and international industry position.”
The transaction is fully financed and is not subject to a
financing condition. The acquisition will be funded through an
existing bank facility, a new $1.85 billion bank term loan arranged
by Citigroup Global Markets Inc. and a $750 million common equity
investment from BDT Capital Partners.
BDT & Company and Citigroup Global Markets are serving as
financial advisors, and Wachtell, Lipton, Rosen & Katz is
serving as legal counsel to Cox Automotive. Evercore is acting as
financial advisor and O'Melveny & Myers LLP is serving as legal
advisor to Dealertrack.
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 tender offer for the outstanding shares of Dealertrack
referenced in this release has not yet commenced. This document is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares, nor is it a
substitute for the tender offer materials that Cox Automotive and
Runway Acquisition Co. will file with the Securities and Exchange
Commission (“SEC”). At the time the tender offer is commenced, Cox
Automotive and Runway Acquisition Co. will file tender offer
materials on Schedule TO, and thereafter Dealertrack will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SHARES OF DEALERTRACK COMMON STOCK ARE
URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF
DEALERTRACK COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all holders of shares of Dealertrack
common stock at no expense to them. The tender offer materials and
the Solicitation/Recommendation Statement will be made available
for free at the SEC’s website at www.sec.gov. Additional copies of
the tender offer materials may be obtained for free by contacting
Cox Automotive at 6205 Peachtree Dunwoody Road, Atlanta, Georgia,
30328, Attention: Julie Shipp, (404) 568-7914. In addition to the
Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the
Solicitation/Recommendation Statement, Dealertrack files annual,
quarterly and current reports and other information with the SEC.
You may read and copy any reports or other information filed by
Dealertrack at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. Dealertrack’s filings with the SEC are also available to the
public from commercial document-retrieval services and at the SEC’s
website at www.sec.gov.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150615005664/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
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