SEATTLE & SAN FRANCISCO--(BUSINESS WIRE)--
Zillow, Inc. (NASDAQ: Z) and Trulia, Inc. (NYSE: TRLA) announced today
that they each received a Request for Additional Information, or a
"second request," from the United States Federal Trade Commission (FTC)
in connection with the FTC's review of Zillow's proposed acquisition of
Trulia under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the Act). This second request from the FTC is a standard part of the
full regulatory process.
The transaction, which was announced July 28, 2014, is subject to
approval of both companies' stockholders and satisfaction of other
customary closing conditions, including expiration or termination of the
waiting period under the Act. The effect of the second request is to
extend the waiting period imposed by the Act until 30 days after Zillow
and Trulia have substantially complied with the second request, unless
that period is extended voluntarily by the parties or terminated sooner
by the FTC. The companies are gathering information to respond promptly
to the second request and are cooperating with the FTC in connection
with its review. Both companies expect the transaction to close in 2015.
About Zillow, Inc.
Zillow, Inc. (NASDAQ:Z) operates the leading real estate and
home-related information marketplaces on mobile and the Web, with a
complementary portfolio of brands and products that help people find
vital information about homes, and connect with the best local
professionals. Zillow's brands serve the full lifecycle of owning and
living in a home: buying, selling, renting, financing, remodeling and
more. In addition, Zillow offers a suite of tools and services to help
local real estate, mortgage, rental and home improvement professionals
manage and market their businesses. Welcoming 89 million unique users in
July 2014, the Zillow, Inc. portfolio includes Zillow.com®, Zillow
Mobile, Zillow Mortgages, Zillow Rentals, Zillow Digs®, Postlets®,
Diverse Solutions®, Agentfolio®, Mortech®, HotPads™, StreetEasy® and
Retsly™. The company is headquartered in Seattle.
Zillow.com, Zillow, Postlets, Mortech, Diverse Solutions, StreetEasy,
Agentfolio and Digs are registered trademarks of Zillow, Inc. HotPads
and Retsly are trademarks of Zillow, Inc.
About Trulia, Inc.
Trulia (NYSE: TRLA) gives home buyers, sellers, renters and real estate
professionals all the tools and valuable information they need to be
successful in the home search process. Through its innovative mobile and
web products, Trulia provides engaged home buyers and sellers essential
information about the house, the neighborhood and the process while
connecting them with the right agents. For agents, Trulia, together with
its MarketLeader subsidiary, provides an end-to-end technology platform
that enables them to find and serve clients, create lasting
relationships and build their business. Founded in 2005, Trulia is
headquartered in San Francisco with offices in New York, Denver and
Seattle. Trulia and the Trulia marker logo are registered trademarks of
Trulia, Inc.
(ZFIN)
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 that involve risks and
uncertainties, including, without limitation, statements regarding the
ability of the parties to consummate the proposed merger, satisfaction
of closing conditions precedent to the consummation of the proposed
merger, including obtaining necessary regulatory approvals, and the
expectation that the transaction will close in 2015. Statements
containing words such as "may," "believe," "anticipate," "expect,"
"intend," "plan," "project," "will," "projections," "estimate," or
similar expressions constitute forward-looking statements. Such
forward-looking statements are subject to significant risks and
uncertainties and actual results may differ materially from the results
anticipated in the forward-looking statements. Factors that may
contribute to such differences include, but are not limited to, the risk
that expected cost savings or other synergies from the transaction may
not be fully realized or may take longer to realize than expected; the
risk that the businesses may not be combined successfully or in a timely
and cost-efficient manner; the possibility that the transaction will not
close, including, but not limited to, due to the failure to obtain
shareholder approval or the failure to obtain governmental approval; and
the risk that business disruption relating to the merger may be greater
than expected. The foregoing list of risks and uncertainties is
illustrative, but is not exhaustive. Additional factors that could cause
results to differ materially from those anticipated in forward-looking
statements can be found under the caption "Risk Factors" in Zillow's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2014, Trulia's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2014, and in Zillow's and Trulia's other filings with the
Securities and Exchange Commission. Except as may be required by law,
neither Zillow nor Trulia intend, nor undertake any duty, to update this
information to reflect future events or circumstances.
Additional Information and Where to Find It
In connection with the proposed transaction, Zillow and Trulia will file
a joint proxy statement/prospectus with the Securities and Exchange
Commission, and the new holding company will file a Registration
Statement on Form S-4 with the Securities and Exchange Commission.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the
registration statement and joint proxy statement/prospectus (when they
become available) and other documents filed by Zillow and Trulia at the
Securities and Exchange Commission's web site at www.sec.gov.
Copies of the registration statement and joint proxy
statement/prospectus (when they become available) and the filings that
will be incorporated by reference therein may also be obtained, without
charge, from Zillow's website, www.zillow.com,
under the heading "Investors" in the "About" tab or by contacting Zillow
Investor Relations at (206) 470-7137. These documents may also be
obtained, without charge, from Trulia's website, www.trulia.com,
under the tab "Investor Relations" or by contacting Trulia Investor
Relations at (415) 400-7238.
Participants in Solicitation
The respective directors and executive officers of Zillow and Trulia and
other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Zillow's directors and executive officers is available in its proxy
statement filed with the SEC by Zillow on April 17, 2014, and
information regarding Trulia's directors and executive officers is
available in its proxy statement filed with the SEC by Trulia on April
22, 2014. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
SEC (when they become available). These documents can be obtained free
of charge from the sources indicated above.
ZILLOW CONTACTS:
Katie Curnutte, 206-757-2785
Media
relations
press@zillow.com
or
Raymond
Jones, 206-470-7137
Investor relations
ir@zillow.com
or
TRULIA
CONTACTS:
Matt Flegal, 415-400-7307
Media relations
pr@trulia.com
or
Ian
Lee, 415-400-7238
Investor relations
ir@trulia.com
Source: Trulia, Inc.
News Provided by Acquire Media