News Corp and Move, Inc. (“Move”) announced today that News Corp has
agreed to acquire Move, a leading online real estate business that
brings consumers and Realtors® together to facilitate the
sale and rental of real estate in the United States.
REA Group Limited (“REA”), which is 61.6% owned by News Corp and is the
operator of the leading Australian residential property website, realestate.com.au,
plans to hold a 20% stake in Move with 80% held by News Corp.
Through realtor.com®
and its mobile applications, Move displays more than 98% of all for-sale
properties listed in the US, sourced directly from relationships with
more than 800 Multiple Listing Services (“MLS”) across the country. As a
result, Move has the most up-to-date and accurate for-sale listings of
any online real estate company in America. The Move Network of websites,
which also includes Move.com,
reaches approximately 35 million people per month, who spend an average
of 22 minutes each on its sites1.
Move’s content advantage makes it well positioned to capitalize on the
fast-growing US online real estate sector and the world’s largest
residential real estate market. More than five million homes in the
United States are bought and sold each year, representing more than $1
trillion in annual transaction volume. Agents and brokers are expected
to spend approximately $14 billion in 2014 marketing homes (up from
approximately $11 billion in 2012), and an additional $11 billion will
be spent by mortgage providers2.
Under the acquisition agreement, which has been unanimously approved by
the board of directors of Move, News Corp will acquire all the
outstanding shares of Move for $21 per share, or approximately $950
million (net of Move’s existing cash balance), via an all-cash tender
offer. This represents a premium of 37% over Move’s closing stock price
on September 29, 2014. REA’s share will be acquired for approximately
US$200 million. News Corp intends to commence a tender offer for all of
the shares of common stock of Move within 10 business days, followed by
a merger to acquire any untendered shares.
"This acquisition will accelerate News Corp's digital and global
expansion and contribute to the transformation of our company, making
online real estate a powerful pillar of our portfolio,” said Robert
Thomson, Chief Executive of News Corp. “We intend to use our media
platforms and compelling content to turbo-charge traffic growth and
create the most successful real estate website in the US. We are
building on our existing real estate expertise and expect to leverage
the potential of Move and its valuable connections with Realtors®
and consumers around the country."
“In addition to boosting Move’s subscription, advertising and software
services, this acquisition will give News Corp a significant marketing
platform for our media assets, which will benefit from the high-quality
geographic data generated by real estate searches,” said Mr. Thomson.
“We certainly expect this deal to amount to far more than the sum of the
parts.”
“News Corp’s acquisition of Move speaks powerfully to the quality and
value of our content, audience and industry relationships,” said Steve
Berkowitz, Chief Executive Officer of Move. “We provide people with the
information, tools and professional expertise they need to make the best
and most informed real estate decisions, and we work to uphold the
indispensable role of the professional in the real estate experience.
News Corp shares our vision, which is one of the many reasons this
combination is such good news for our customers, consumers and the
industry as a whole.”
REA Group Chief Executive Tracey Fellows said: “This is a fantastic
opportunity for REA Group to invest in a leading player in the largest
real estate market in the world. We see strong growth potential for
Move, given the size of the US market, the significant proportion of
real estate advertising yet to move online, and recent industry
consolidation. We believe that our digital real estate know-how,
combined with News Corp’s content, distribution and marketing strengths,
will be a winning combination for Move and for our shareholders.”
Move has an exclusive, strategic relationship with the National
Association of Realtors® (“NAR”), the largest trade
organization in the United States, with more than one million members,
and NAR has given its consent to the acquisition. Move is focused on
providing high ROI for agents and benefits from their invaluable
marketing support and high quality listings for vendors and potential
purchasers.
“This partnership will help shape the future of real estate,” said
National Association of Realtors® President Steve Brown.
“News Corp’s ability to reach and engage consumers, combined with realtor.com®’s
quality content and the real insights Realtors® provide will
transform the current landscape. Working together, Realtors®,
Move and News Corp will truly make home happen.”
Move owns ListHub, a digital platform that aggregates and syndicates MLS
data to more than 130 online publishers, reaching approximately 900
websites.
The Move audience is highly engaged and transaction ready; over 90% of
page views on their websites are on ‘for sale’ properties,3
helping generate the highest conversion rate of qualified leads in the
industry4. The connection between agents and customers is
strengthened by robust web and mobile-based customer-relationship
management offerings to help facilitate transactions. Approximately 60%
of traffic for Move websites comes from mobile devices.
For the year ended December 31, 2013, Move reported $227 million in
revenues, and $29 million in adjusted EBITDA5, and generated
the highest revenue per unique user in the industry.
Move will become an operating business of News Corp and remain
headquartered in San Jose, California. The company, started in 1993, has
913 employees.
Some of the expected key benefits of the transaction include:
-
Broadened reach for Move through News Corp’s robust platform
including WSJ Digital Network (approximately 500 million average
monthly page views6) and News America Marketing (nearly 74
million households)
-
Increased sales and marketing support to drive higher
brand awareness and traffic
-
Cross-platform promotion and audience monetization expertise
-
Leverage of News Corp’s and REA’s real estate and digital expertise
to drive improved product innovation, consumer engagement and audience
growth
-
Boost traffic and digital dwell times with high quality News
Corp content
###
In addition to its leading position in Australia, REA’s operations and
investments include leading online real estate websites in Italy (casa.it)
and Luxembourg (atHome.lu)
with presence also in regional France. In Asia, REA operates MyFun.com for
the Chinese market and squarefoot.com.hk in
Hong Kong and recently acquired a 17.22% stake in iProperty, the leading
online real estate advertising business across South East Asia.
Along with its connection to REA, News Corp also has substantial
expertise in real estate via its newspaper holdings, including The Wall
Street Journal and the New York Post. In 2012, the Journal began
publishing Mansion, a successful global luxury real estate
section, under the leadership of Mr. Thomson, who was then the Journal’s
Managing Editor. News Corp’s UK publications also provide readers with
online access to home and apartment listings throughout Great Britain.
The Times of London’s lucrative Bricks & Mortar section was
also commissioned and overseen by Mr. Thomson while he was Editor of
that publication.
“We have great faith in America’s potential and the long-term asset
value of housing, which is continuing its recovery and has yet to regain
its full potency,” said Mr. Thomson. “It is forecast that the number of
Millennial households will increase from 13.3 million in 2013 to 21.6
million in 2018, and they will spend more than $2 trillion on home
purchases and rent by 20187. Many will begin their search
online and use tools and content on realtor.com®.
Buying a home is the most important investment decision any family will
make.”
The acquisition is subject to the satisfaction of customary closing
conditions, including regulatory approvals and a minimum tender of at
least a majority of the outstanding Move shares, and is expected to
close by the end of calendar year 2014.
Advisors on the transaction include Goldman Sachs, as financial advisor,
and Skadden, Arps, Slate, Meagher and Flom LLP, as legal advisor, for
News Corp and Morgan Stanley, as financial advisor, and Cooley LLP, as
legal advisor, for Move.
####
Conference Call for Analysts and Media
News Corp will host a call with analysts and media to discuss the
proposed acquisition at 8:30 a.m. EDT (Sydney: 10:30 p.m. AEST),
September 30, 2014. Reporters are invited to join the call on a
listen-only basis.
A live audio webcast of the call will be available via: http://investors.newscorp.com.
The call can also be accessed by dialing:
US Participants: 1-800-967-7188
Non-US
Participants: 1-719-325-2138
Passcode: 6791228
A replay will be available approximately three hours following the
conclusion of the call and for 10 business days thereafter by dialing:
US Participants: 1-888-203-1112
Non-US Participants: 1-719-457-0820
Passcode:
6791228
Forward- Looking Statements
This document contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and these statements are subject to factors and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. Forward-looking statements
can often be identified by words such as “anticipates,” “expects,”
“intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,”
“will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,”
similar expressions, and variations or negatives of these words. The
reader is cautioned not to place undue reliance on these forward-looking
statements, which are not a guarantee of future performance and are
subject to a number of uncertainties, risks, assumptions and other
factors, many of which are outside the control of News Corporation
(“News Corp”) and Move. The forward-looking statements in this document
address a variety of subjects including, for example, the expected date
of closing of the acquisition and the potential benefits of the proposed
acquisition, including integration plans and expected synergies. The
following factors, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the
risk that Move’s business will not be successfully integrated with News
Corp’s business; matters arising in connection with the parties’ efforts
to comply with and satisfy applicable regulatory approvals and closing
conditions relating to the transaction; and other events that could
adversely impact the completion of the transaction, including industry
or economic conditions outside of our control. In addition, actual
results are subject to other risks and uncertainties that relate more
broadly to News Corp’s overall business, including those more fully
described in News Corp’s filings with the U.S. Securities and Exchange
Commission (“SEC”) including its annual report on Form 10-K for the
fiscal year ended June 30, 2014, and its quarterly reports filed on Form
10-Q for the current fiscal year, and Move’s overall business and
financial condition, including those more fully described in Move’s
filings with the SEC including its annual report on Form 10-K for the
fiscal year ended December 31, 2013, and its quarterly reports filed on
Form 10-Q for the current fiscal year. The forward-looking statements in
this document speak only as of this date. We expressly disclaim any
current intention to update or revise any forward-looking statements
contained in this document to reflect any change of expectations with
regard thereto or to reflect any change in events, conditions, or
circumstances on which any such forward-looking statement is based, in
whole or in part.
Additional Information Regarding the Proposed
Transaction
This communication does not constitute an offer to buy or a solicitation
of an offer to sell any securities. No tender offer for the shares of
Move has commenced at this time. In connection with the proposed
transaction, News Corp intends to file tender offer documents with the
SEC. Any definitive tender offer documents will be mailed to
shareholders of Move. INVESTORS AND SECURITY HOLDERS OF MOVE ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by News
Corp through the SEC website at http://www.sec.gov
or through the News Corp website at http://investors.newscorp.com.
About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified
media and information services company focused on creating and
distributing authoritative and engaging content to consumers throughout
the world. The company comprises businesses across a range of media,
including: news and information services, cable network programming in
Australia, digital real estate services, book publishing, digital
education, and pay-TV distribution in Australia. Headquartered in New
York, the activities of News Corp are conducted primarily in the United
States, Australia, and the United Kingdom. More information: http://www.newscorp.com.
About Move, Inc.
Move, Inc. (NASDAQ:MOVE), a leading provider of online real estate
services, operates realtor.com®, which connects people to the
essential, accurate information needed to identify their perfect home
and to the REALTORS® whose expertise guides consumers through
buying and selling. As the official website for the National Association
of REALTORS®, realtor.com® empowers consumers
to make smart home buying, selling and renting decisions by leveraging
its direct, real-time connections with more than 800 multiple listing
services (MLS) via all types of computers, tablets and smart telephones.
Realtor.com® is where home happens. Move is based in the
heart of the Silicon Valley — San Jose, CA. REALTOR® and REALTOR.COM®
are trademarks of the National Association of REALTORS® and are used
with its permission.
About REA Group
REA Group Limited ACN 068 349 066 (ASX:REA) is a leading digital
advertising business specialising in property. REA Group operates
Australia’s No.1 residential and commercial property websites,
realestate.com.au and realcommercial.com.au, as well as the
market-leading Italian property site, casa.it, squarefoot.com.hk in Hong
Kong, myfun.com in China and other property sites and apps across
Europe. www.rea-group.com.
1 Move, Inc. Internal data (August 2014).
2
Borrell Associates (August 27, 2014).
3 Move, Inc.
Internal data (August 2014).
4 PAA Research Independent
Study.
5 Adjusted EBITDA excludes stock-based
compensation.
6 Adobe Omniture, for the year ended June
30, 2014.
7 2013 Demand Institute Housing & Community
Survey.
Copyright Business Wire 2014