Cox Automotive, Inc. announced that it has voluntarily withdrawn its filing under the Hart-Scott-Rodino Antitrust Improvements Act, as amended (“HSR Act”) in order to provide the U.S. Department of Justice with additional time to review the proposed acquisition of Dealertrack Technologies, Inc. (“Dealertrack”). As previously announced on June 15, 2015, Cox Automotive and Dealertrack have signed a definitive merger agreement under which Cox Automotive will acquire Dealertrack in an all-cash transaction valued at $4 billion, or $63.25 per share, subject to certain conditions set forth in the agreement.
A new waiting period under the HSR Act will begin when Cox Automotive resubmits its HSR filing, which is expected to occur on July 8, 2015. Cox Automotive and Dealertrack continue to work cooperatively with the U.S. Department of Justice staff in their review of the proposed transaction, and expect to close the transaction in the third quarter of 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).
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, Inc.
404-337-5990 or 404-568-7455