TRAK (MM)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(Rule 14d-101)

 

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 5

 

 

DEALERTRACK TECHNOLOGIES, INC.

(Name of Subject Company)

 

 

DEALERTRACK TECHNOLOGIES, INC.

(Name of Persons Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

242309102

(CUSIP Number of Class of Securities)

 

Gary N. Papilsky, Esq.

General Counsel
Dealertrack Technologies, Inc.

1111 Marcus Ave., Suite M04

Lake Success, NY 11042

(516) 734-3600

(Name, address and telephone numbers of person authorized to receive notice and communications

on behalf of the persons filing statement)

 

With copies to:

 

Paul S. Scrivano, Esq.

O’Melveny & Myers LLP
Times Square Tower

7 Times Square

New York, New York 10036

(212) 326-2000

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

---

 

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Dealertrack Technologies, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 26, 2015 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Runway Acquisition Co. (“Acquisition Sub”), a subsidiary of Cox Automotive, Inc. (“Parent”), to purchase all of the Company’s outstanding common stock, par value of $0.01 per share (the “Shares”) for $63.25 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Acquisition Sub dated June 26, 2015, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.

 

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 5. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.

 

Item 8. Additional Information

 

The subsection “Regulatory Approvals—U.S. Antitrust Laws” of Item 8 of this Schedule 14D-9 is hereby amended and supplemented by inserting the following at the end thereof:

 

“On August 18, 2015, the Company and DealerSocket Inc. (“DealerSocket”) entered into an Asset Purchase Agreement (the “APA”) pursuant to which DealerSocket agreed to acquire Inventory+, the Company’s suite of inventory management solutions, including its AAX product in the U.S. and Canada, as well as its eCarlist websites for $55 million in cash. DealerSocket’s acquisition of Inventory+ is contingent upon approval by the DOJ, in connection with the DOJ’s Second Request under the HSR Act with respect to the Offer. On August 18, 2015, Parent and Acquisition Sub consented to the Company’s entry into the APA and the other documents and agreements contemplated thereby.”

 

Item 9. Exhibits

 

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

 

(a)(1)(I)

Joint Press Release issued by DealerSocket Inc. and Dealertrack Technologies, Inc., dated August 20, 2015.

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: August 20, 2015

 

	DEALERTRACK TECHNOLOGIES, INC.
	By:	/s/ Eric D. Jacobs
		Name:	Eric D. Jacobs
		Title:	Executive Vice President, Chief
			Financial and Administrative Officer

 

 

DealerSocket Inc. to Acquire Inventory+ from Dealertrack®

Expands product line and gives customers more ways to boost efficiency and profitability

 

SAN CLEMENTE, Calif. & Lake Success, N.Y.—(BUSINESS WIRE)—August 20, 2015—DealerSocket Inc. and Dealertrack Technologies, Inc. (NASDAQ: TRAK) today announced that they have entered into a definitive agreement under which DealerSocket will acquire Dealertrack’s Inventory+ business in an all-cash transaction for approximately $55 million.

 

Under the terms of the agreement, Dealertrack’s Inventory+ suite of inventory management solutions, including its AAX product in the U.S. and Canada, as well as its eCarlist websites, will be acquired by DealerSocket. Inventory+ helps dealers centralize and standardize the inventory management process, gain data-driven insights, and maximize profitability.

 

“DealerSocket is extremely excited to acquire and work side-by-side with the employees and customers of the Inventory+ suite of products,” said Jonathan Ord, CEO DealerSocket. “The employee base will be a welcome addition to the DealerSocket family and we believe the combination of DealerSocket websites, CRM and other products with the Inventory+ product line will be a big benefit to dealers. We are excited to continue to expand the ways in which we deliver powerful solutions to our customers.”

 

DealerSocket’s acquisition of Dealertrack’s Inventory+ business and Dealertrack’s acquisition by Cox Automotive, Inc. are both expected to be completed by the end of the third quarter of 2015, subject to regulatory approval. Dealertrack’s Canadian Tradetracker product and Central Dispatch are not part of the transaction with DealerSocket.

 

“As we work to complete our transaction with Cox Automotive, DealerSocket’s acquisition of our Inventory+ business is a great result for our Inventory+ employees, customers, and our company as a whole,” said Mark O'Neil, chairman and chief executive officer of Dealertrack. “Seamlessly transitioning our Inventory+ team members and customers to DealerSocket is our top priority.”

 

DealerSocket’s acquisition of Inventory+ is contingent upon approval by the Department of Justice (“DOJ”) in connection with the DOJ’s review of the pending acquisition of Dealertrack by Cox Automotive. Dealertrack, DealerSocket and Cox Automotive are working cooperatively and expeditiously with the DOJ in connection with its review process.

 

About DealerSocket (www.DealerSocket.com)

DealerSocket is a leading automotive technology platform that helps dealerships in the United States, Canada and Australia improve profitability through a fully integrated suite of marketing, sales, service, customer experience DMS and data mining solutions. Headquartered in San Clemente, Calif., DealerSocket employs more than 850 people and serves more than 7,500 dealerships in the United States, Canada and Australia. DealerSocket’s advanced technology provides benchmarking data that paces the industry, and its insightful experts identify trends and develop strategic roadmaps that help dealers optimize processes and operate more profitably. Visit DealerSocket.com for more information.

 

 

About Dealertrack (www.Dealertrack.com)

Dealertrack's 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, vehicle manufacturers, 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 1,500 lenders, Dealertrack delivers the industry's most comprehensive solution set for automotive retailers, including Dealer Management System (DMS), Inventory, Sales and F&I, Digital Marketing and Registration and Titling solutions.

 

Forward Looking Statements

Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for receiving regulatory approvals and completing the transaction, and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Cox Automotive and Dealertrack operate; the uncertainty of regulatory approvals; the parties' ability to satisfy the tender offer and merger agreement conditions and consummate the transaction; and Dealertrack's performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Dealertrack's SEC filings, including Dealertrack's Annual Report on Form 10-K for the year ended December 31, 2014. These forward-looking statements speak only as of the date of this release and neither Cox Automotive nor Dealertrack assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

 

DealerSocket

Media Relations

Marylou Hastert

mhastert@dealersocket.com

 

DealerSocket

Investor Relations

Steven Meeker

smeeker@dealersocket.com

 

 

Dealertrack Technologies

Investor Relations

Eric Jacobs, 888-450-0478

Investorrelations@Dealertrack.com

 

Media Relations

Alison von Puschendorf, 802-540-7366

Alison.vonpuschendorf@Dealertrack.com