Cox Automotive & Dealertrack extend offer for 3rd time

The deadline for Cox Automotive’s tender offer for Dealertrack Technologies has been extended for a third time in a move to finalize the all-cash $4.2 billion acquisition.
On Monday, Cox Automotive extended the offering period of its previously announced tender offer to purchase all of the outstanding shares of common stock 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.
The offer, which was previously scheduled to expire at midnight ET on Monday, has been extended until midnight ET on Sept. 23, 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,” company officials said while adding their expectation that the acquisition will close in the third quarter remains unchanged.
The two companies announced the extension to Monday’s deadline back on Aug. 21. But since that point. Dealertrack sold its inventory tool to DealerSocket in a $55 million deal.
Officials indicated that American Stock Transfer & Trust Co., the depositary for the offer, advised Cox Automotive and Dealertrack about the status of shares. The firm said that as of 5 p.m. ET this past Friday, approximately 20,349,447 shares of Dealertrack had been validly tendered and not validly withdrawn pursuant to the offer (not including 33,900 shares tendered pursuant to notices of guaranteed delivery for which shares have not yet been delivered in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).
That larger figure represents approximately 36.20 percent 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.
Officials added that 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.