Cox Automotive, Inc. and Dealertrack Technologies, Inc. (NASDAQ:
TRAK) announced today that they have each received a request for
additional information and documentary material (the “Second
Request”) from the U.S. Department of Justice (the “DOJ”) in
connection with the DOJ’s review of Cox Automotive’s pending
acquisition of Dealertrack.
Issuance of the Second Request is a standard part of the
regulatory process. The effect of the Second Request is to extend
the waiting period under the Hart-Scott-Rodino Act until ten days
after Cox Automotive has substantially complied with the Second
Request, unless that period is terminated earlier by the
government. The Second Requests relate only to a very small portion
of the parties’ businesses, and the parties are working
cooperatively and expeditiously with the DOJ in connection with its
review.
As a result of the Second Requests, 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, July, 24 2015,
has been extended until 12:00 midnight, New York City time, on
Friday, August 21, 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 July 23, 2015, approximately
17,038,691.00 Shares of Dealertrack had been validly tendered and
not validly withdrawn pursuant to the Offer, representing
approximately 30.31% 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/20150724005264/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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