Cox Automotive, Inc. and Dealertrack Technologies, Inc. TRAK announced today that 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 Monday, September 14, 2015, has been extended until 12:00 midnight, New York City time, on Wednesday, September 23, 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time, on September 11, 2015, approximately 20,349,447 Shares of Dealertrack had been validly tendered and not validly withdrawn pursuant to the Offer (not including 33,900 Shares tendered pursuant to notices of guaranteed delivery for which Shares have not yet been delivered in settlement or satisfaction of such guarantee), representing approximately 36.20% 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.
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