UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 9)
DEALERTRACK
TECHNOLOGIES, INC.
(Name of Subject Company)
RUNWAY ACQUISITION CO.
(Offeror)
A WHOLLY
OWNED DIRECT SUBSIDIARY OF
COX AUTOMOTIVE, INC.
(Parent of Offeror)
(Names of Filing Persons)
Common Stock,
$0.01 Par Value
(Title of Class of Securities)
242309102
(CUSIP Number
of Class of Securities)
Peter C. Cassat, Esq.
Cox Automotive, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (404) 568-8000
Facsimile: (404) 568-7412
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with a copy to:
David C. Karp
Wachtell,
Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
CALCULATION OF FILING FEE
|
|
|
| Transaction Valuation* |
|
Amount of Filing Fee** |
| $3,726,812,389 |
|
$433,055.60 |
| |
| * |
Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 54,859,720 shares of common stock, par value $0.01 per share (the “Shares”), of
Dealertrack Technologies, Inc. (“Dealertrack”) outstanding multiplied by the offer price of $63.25 per share; (ii) 2,649,565 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $63.25
per share, multiplied by the offer price of $63.25 per share minus the exercise price for each such option; (iii) 1,039,435 Shares reserved for issuance upon settlement of outstanding Company restricted share unit awards multiplied by the offer
price of $63.25 per Share; (iv) 303,118 Shares reserved for issuance upon settlement of outstanding Company performance share unit awards multiplied by the offer price of $63.25 per Share; and (v) 70,097 Shares reserved for issuance upon
settlement of outstanding Company deferred share unit awards multiplied by the offer price of $63.25 per Share. The calculation of the filing fee is based on information provided by Dealertrack as of June 23, 2015. |
| ** |
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the
transaction valuation by 0.0001162. |
| x |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
|
|
|
| Amount Previously Paid: $433,055.60 |
|
Filing Party: Cox Automotive, Inc. |
| Form of Registration No.: Schedule TO |
|
Date Filed: June 19, 2015 |
| ¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
x |
third-party tender offer subject to Rule 14d-1 |
| |
¨ |
issuer tender offer subject to Rule 13e-4 |
| |
¨ |
going-private transaction subject to Rule 13e-3 |
| |
¨ |
amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final
amendment reporting the results of the tender offer: ¨
This Amendment No. 9 (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission on June 26, 2014 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), which relates to the offer by
Runway Acquisition Co., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Cox Automotive, Inc., a Delaware corporation (which we refer to as “Parent”), to purchase for
cash all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Dealertrack Technologies, Inc., a Delaware corporation (which we refer to as “Dealertrack”), at a purchase price of
$63.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
June 26, 2015 (as amended hereby, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. This Amendment is being filed on behalf of the Parent and the Purchaser. Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings assigned to such terms in the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference
to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. This Amendment should be read together with the Schedule TO.
Items 1 through 9 and Item 11.
(a) Items 1
through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
On
September 24, 2015, Dealertrack and Parent issued a joint press release. The full text of the press release is attached as Exhibit (a)(5)(v) to the Schedule TO and is incorporated herein by reference.
Item 12
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following exhibits:
|
|
|
| (a)(5)(v) |
|
Joint Press Release issued by Cox Automotive, Inc. and Dealertrack Technologies, Inc., dated September 24, 2015. |
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 24, 2015
|
|
|
| RUNWAY ACQUISITION CO. |
|
|
| By: |
|
/s/ Joe Luppino |
| Name: |
|
Joe Luppino |
| Title: |
|
Vice President |
|
| COX AUTOMOTIVE, INC. |
|
|
| By: |
|
/s/ Joe Luppino |
| Name: |
|
Joe Luppino |
| Title: |
|
Executive Vice President & Chief Corporate Development Officer |
Exhibit (a)(5)(v)
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
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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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