Dealertrack Technologies Announces Agreement to
Acquire Dealer.com
Dealertrack Technologies (Nasdaq:TRAK) and Dealer.com today
announced a definitive agreement for Dealertrack to acquire
Dealer.com, a leading provider of marketing and operations software
and services for the automotive industry. Through the combination,
the companies expect to realize their shared vision to transform
automotive retail by delivering the most advanced solutions for
dealers, OEMs, lenders and car shoppers.
Under the terms of the agreement, Dealertrack will acquire all
the equity of Dealer.com for approximately 8.7 million shares of
Dealertrack’s common stock and $620 million in cash, subject to
customary post-closing adjustments. Dealertrack expects to finance
the cash portion of the purchase price through cash on hand and
with fully committed debt financing. The deal is expected to close
in the first quarter of 2014, subject to regulatory approval, and
the transaction is expected to be accretive to Dealertrack’s
standalone multi-year organic growth profile to Dealertrack’s
diluted adjusted net income per share.
Established in 1998, Dealer.com is a pioneer in bringing
automotive dealerships online. The company has grown to 830
employees across its Burlington, Vermont, headquarters and
Manhattan Beach, California, office, and serves approximately 7,000
U.S. dealers with its integrated suite of products. Dealer.com
expects to generate annual revenue in excess of $230 million for
2013, representing year-on-year growth in excess of 25 percent
relative to 2012.
Dealertrack places a high value on the culture of creativity and
innovation that has been the hallmark of Dealer.com, and plans to
establish Dealer.com’s Burlington, Vermont, headquarters as a
center of excellence for digital marketing solutions, along with
Dealertrack’s Dallas, Texas, office. Based on the strength of
Dealer.com’s brand, Dealertrack will retain the Dealer.com name in
the marketplace to represent Dealertrack’s advanced and
complementary set of digital marketing products and services.
“By joining forces with Dealer.com, we will be able to provide
dealers, OEMs, and other industry partners with a deep and broad
array of integrated solutions,” said Mark O’Neil, chairman and
chief executive officer, Dealertrack. “Dealer.com and its team,
whom we’ve long admired and respected, complement our solutions,
catapulting our vision of delivering the market leading suite of
integrated technologies capable of transforming automotive
retailing even further.”
“This is a very exciting opportunity for Dealer.com,” said Rick
Gibbs, chief executive officer, Dealer.com. “By combining our
strengths with Dealertrack, we will be able to enhance our
marketplace offering with an integrated, end-to-end solution that
will help bring the automotive retailing industry to a new level of
efficiency and performance.”
Gibbs further added, “Dealer.com is proud of the unique culture
we, as a company, have nurtured over the years, making this a truly
outstanding place to work. We will look to carry this same culture
- along with our energy and spirit of innovation - forward as we
unite with Dealertrack.”
Upon closing, Gibbs will become Executive Vice President and
Group President of Dealertrack’s Digital Marketing solution
team.
In connection with the transaction, Evercore acted as financial
advisor and O'Melveny & Myers LLP provided legal advice to
Dealertrack. Goldman Sachs & Co. acted as financial advisor and
Wilson Sonsini Goodrich & Rosati, Professional Corporation,
provided legal advice to Dealer.com. J.P. Morgan, BoA Merrill
Lynch, Barclays and Wells Fargo are providing Dealertrack’s
committed debt financing for the transaction.
Dealertrack will host a conference call to discuss this
announcement on December 19, 2013 at 6:00 p.m. Eastern Time. The
conference call will be webcast live on the Internet at
ir.dealertrack.com, where a supplementary presentation is also
available. In addition, a live audio of the call will be accessible
to the public by calling 877-303-6648 (domestic) or 970-315-0443
(international); no access code is necessary. Callers should dial
in approximately 10 minutes before the call begins. A replay will
be available on the Dealertrack website until March 19, 2014.
About Dealertrack Technologies
(www.dealertrack.com)
Dealertrack Technologies’ 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, OEMs, 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 1,400 lenders, Dealertrack
Technologies delivers the industry’s most comprehensive solution
set for automotive retailers, including Dealer Management,
Inventory, Sales and F&I, Interactive and Registration and
Titling solutions.
About Dealer.com
(www.dealer.com)
Dealer.com is the automotive industry’s leading provider of a
streamlined and intuitive solution for managing dealership
marketing and operations. The company’s platform-based Inventory,
Advertising, Website and CRM products allow OEMs, dealer groups,
retail and agencies to leverage innovative technology to relevantly
connect to their customers. The company’s unique commitment to
culture, with a focus on health and wellness, makes it one of the
most desirable places to work.
Safe Harbor for Forward-Looking and
Cautionary Statements
Statements in this press release regarding the benefits of the
Dealertrack, Dealer.com and all other statements in this release
other than the recitation of historical facts are forward-looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995). These statements involve a number of risks,
uncertainties and other factors that could cause actual results,
performance or achievements of Dealertrack Technologies to be
materially different from any future results, performance or
achievements expressed or implied by these forward-looking
statements.
Factors that might cause such a difference include the
performance and acceptance of the Dealertrack, Dealer.com and their
solutions, and other risks listed in our reports filed with the
Securities and Exchange Commission (SEC), including our Annual
Report on Form 10-K for the year ending December 31, 2012 and our
Quarterly Reports on Form 10-Q. These filings can be found on
Dealertrack Technologies’ website at www.dealertrack.com and the
SEC's website at www.sec.gov. Forward-looking statements included
herein speak only as of the date hereof and Dealertrack
Technologies disclaims any obligation to revise or update such
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events or
circumstances.
TRAK-G
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20131219006459/en/
Investor Relations:Dealertrack Technologies, Inc.Paul
Rybecky,
516-734-3796paul.rybecky@dealertrack.comorMedia:Dealertrack
Technologies, Inc.Kenneth Engberg,
516-734-3692kenneth.engberg@dealertrack.comorDealer.comAlison von
Puschendorf, 877-327-8422alison.vonpuschendorf@dealer.com
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