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. 11
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. 11 (“Amendment
No. 11”) 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. 11. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following immediately prior to the section entitled “Stockholder Approval of the Merger Not Required”:
“Expiration of the Offer
The Offer and withdrawal rights expired
as scheduled at midnight (New York City time), on September 30, 2015 (such date and time, the “Expiration Date”),
and the Offer was not extended. The Company was advised by American Stock Transfer & Trust Company, LLC, in its capacity as
depositary for the Offer (the “Depositary”), that, as of the Expiration Date, a total of 42,625,043 Shares had
been validly tendered into and not withdrawn pursuant to the Offer, representing approximately 77.08% of the aggregate number
of Shares then issued and outstanding. In addition, the Company was advised by the Depositary that, as of the Expiration Date,
notices of guaranteed delivery had been delivered with respect to 3,406,260 Shares, representing approximately 6.16% of the
aggregate number of Shares then issued and outstanding. Accordingly, the number of Shares validly tendered in the Offer (excluding
Shares tendered pursuant to guaranteed delivery procedures but not yet delivered) and not properly withdrawn by the Expiration
Date, together with the number of Shares (if any) then owned by Parent (or its subsidiaries), represent a majority of the outstanding
Shares and satisfy the minimum tender offer condition.
All conditions to the Offer having been
satisfied, Acquisition Sub accepted for payment, and has paid for by deposit of the Offer Price for such Shares with the Depositary,
all Shares validly tendered into and not validly withdrawn from the Offer.
Following the consummation of the Offer,
Parent and Acquisition Sub completed the acquisition of the Company through the Merger without a meeting of stockholders of the
Company in accordance with Section 251(h) of the DGCL. At the Effective Time, each of the then issued and outstanding Shares (other
than Shares held (i) in the treasury of the Company or by Parent or Acquisition Sub, which Shares were canceled and cease to exist,
(ii) by a wholly owned subsidiary of the Company or Parent (other than Acquisition Sub) or a wholly owned subsidiary of Acquisition
Sub, which Shares were converted into shares of the Surviving Corporation representing the same percentage ownership in the Surviving
Corporation that such holder owned in the Company prior to the effective time of the Merger, and (iii) by stockholders who validly
exercise appraisal rights under Delaware law with respect to such Shares) were automatically cancelled and converted into the right
to receive cash in an amount equal to the Offer Price, without interest thereon and less any applicable withholding taxes.
All Shares will be delisted from and will
cease to trade on NASDAQ, and the Company will be deregistered under the Exchange Act.
On October 1, 2015, Parent and the Company
issued a joint press release announcing the completion of the Offer and the Merger. The full text
of the press release is attached as Exhibit (a)(1)(N) to the Schedule 14D-9 and is incorporated herein by reference.”
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented
by adding the following exhibit:
| (a)(1)(N) | Joint Press Release issued by Cox Automotive, Inc. and
Dealertrack Technologies, Inc., dated October 1, 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: October 1, 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)(N)
For Immediate Release
COX AUTOMOTIVE OPENING NEW DOORS TO CLIENTS,
TEAM MEMBERS AND AUTO INDUSTRY
WITH COMPLETION OF ACQUISITION OF DEALERTRACK
Strengthens pro-industry organization offering comprehensive,
open-choice solutions that drive efficiency and deliver greater value to consumers, dealers, lenders and manufacturers
ATLANTA, GA and LAKE SUCCESS, NY – October 1, 2015
– Cox Automotive,TM Inc., a leading provider of digital marketing, wholesale and e-commerce solutions across
the automotive industry, announced it has completed its acquisition of Dealertrack® Technologies, Inc. (NASDAQ: TRAK), a leader
in software solutions and services for automotive retailers. Under the terms of the deal, Cox Automotive acquired Dealertrack in
an all-cash tender offer to purchase all of the outstanding shares of Dealertrack.
The transaction is valued at approximately $4 billion, or $63.25
per share of Dealertrack common stock. As of today, the common stock of Dealertrack will cease trading and will no longer be listed
on the NASDAQ Global Market.
Together, Cox Automotive and Dealertrack will have even broader
capabilities for helping customers navigate a rapidly changing automotive marketplace and grow their business across the value
chain. The combined companies will provide comprehensive, open-choice solutions that drive efficiency and deliver greater value
to consumers, dealers, lenders, manufacturers and the overall automotive industry.
“The team members from Dealertrack have built an outstanding
company and I am excited to welcome them to the Cox family. This combination will truly open new doors for our clients, team members
and the industry as we drive even greater innovation and provide even better solutions to our clients,” said Sandy Schwartz,
President of Cox Automotive. “Our goal is a seamless transition, and over the coming months our integration teams will work
to capture the best of both organizations. Starting today, we are moving forward as one organization that is passionately pro-industry,
committed to open choice and dedicated to strong partnerships.”
“This combination brings together some of the best people
in the industry with strong common values,” said Mark O’Neil, Chairman and Chief Executive Officer of Dealertrack.
“I want to extend my appreciation to all of our Dealertrack team members for the foundation they have built, and thank my
new Cox Automotive colleagues for the warm welcome as we join our new family. Working together, we will fully unlock the potential
of our combined brands and teams to serve our clients.”
BDT & Company and Citigroup Global Markets served as financial
advisors, and Wachtell, Lipton, Rosen & Katz served as legal counsel to Cox Automotive. Evercore acted as financial advisor
and O'Melveny & Myers LLP served as legal advisor to Dealertrack.
About Cox Automotive
Cox Automotive, Inc. is transforming the way the world buys,
sells and owns cars with industry-leading digital marketing, software, financial, wholesale and e-commerce solutions for consumers,
dealers, manufacturers and the overall automotive ecosystem worldwide. Committed to open choice and dedicated to strong partnerships, the
Cox Automotive family includes Manheim®, Autotrader®, Kelley Blue Book®, Dealertrack®, vAuto®, Xtime®,
NextGear Capital® and a host of other brands. The global company has nearly 30,000 team members in more than 200
locations and is partner to more than 40,000 auto dealers, as well as most major automobile manufacturers, while engaging U.S.
consumer car buyers with the most recognized media brands in the industry. Cox Automotive is a subsidiary of Cox Enterprises,
Inc., an Atlanta-based company with revenues of more than $17 billion and approximately 50,000 employees. Cox Enterprises’
other major operating subsidiaries include Cox Communications and Cox Media Group. For more information about Cox Automotive,
visit www.coxautoinc.com.
About Dealertrack (www.Dealertrack.com)
Dealertrack, headquartered in Lake Success, N.Y., delivers integrated
digital solutions designed to enhance the efficiency and profitability for all major segments of the automotive retail industry,
including dealers, lenders, vehicle manufacturers, third-party retailers, agents and aftermarket providers. From bridging the gap
between the online and in-store experience to developing industry leading innovations, Dealertrack is transforming automotive retailing
through its comprehensive award-winning solution set, including Dealer Management System (DMS), Fixed Operations, Sales and F&I,
Digital Marketing, CRM and Registration and Titling solutions.
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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