SEATTLE, Nov. 24, 2021 /PRNewswire/ -- Zillow Group,
Inc. (NASDAQ: Z and ZG) today announced that it received an
unsolicited "mini-tender" offer by TRC Capital Investment
Corporation, or TRC Capital, to purchase up to 2,000,000 shares of
Class C capital stock of Zillow Group at a price of $61.20 per share in cash. TRC Capital's offer
price is 4.3% below the $63.95 closing price per share of
Zillow Group's Class C capital stock on Nov.
12, 2021, the last trading day before TRC Capital commenced
its mini-tender offer. If all shares are acquired, TRC Capital's
ownership would represent approximately 1.07% of Zillow Group's
outstanding Class C capital stock.
Zillow Group is not affiliated with TRC Capital and does not
endorse TRC Capital's unsolicited mini-tender offer. Zillow Group
recommends that shareholders reject TRC Capital's offer and not
tender their shares.
TRC Capital has included in the terms of its offer a condition
that the closing price of Zillow Group's Class C capital stock must
not decrease below the Nov. 12, 2021,
closing price of $63.95 per share.
Based on the terms of the offer, unless TRC Capital decides to
waive this condition, Class C shareholders who tender their shares
in the offer would receive a below-market price for Zillow Group's
Class C capital stock through the tender offer. The offer is also
subject to numerous conditions, including TRC Capital's ability to
obtain sufficient financing to consummate the offer.
Shareholders should obtain current market quotations for their
shares of capital stock, consult with their broker or financial
advisor, and exercise caution with respect to TRC Capital's
mini-tender offer. Zillow Group recommends that shareholders who
have not responded to TRC Capital's offer take no action.
Shareholders who have already tendered their shares of capital
stock may withdraw them at any time prior to 12:01 a.m. Eastern Standard Time on Dec. 15, 2021, according to TRC Capital's
offering documents.
Mini-tender offers seek to acquire less than 5% of a company's
outstanding shares. Consequently, they can avoid many disclosure
and procedural requirements of U.S. Securities and Exchange
Commission (SEC) rules that apply to offers for more than 5% of a
company's outstanding shares.
The SEC has cautioned investors about mini-tender offers,
stating that mini-tender offers "have been increasingly used to
catch investors off guard" and that investors "may end up selling
their securities at below-market prices." The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Zillow Group encourages brokers and dealers, as well as other
market participants, to review the SEC's letter regarding
broker-dealer mini-tender offer dissemination and disclosures
available at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Zillow Group requests that a copy of this news release be
included with all distributions of materials relating to TRC
Capital's mini-tender offer for shares of Zillow Group's Class C
capital stock.
About Zillow Group, Inc.
Zillow Group, Inc. (NASDAQ: Z and ZG) is reimagining real estate
to make it easier to unlock life's next chapter.
As the most visited real estate website in the United States, Zillow® and its affiliates
offer customers an on-demand experience for selling, buying,
renting or financing with transparency and nearly seamless
end-to-end service. Zillow Home Loans™, our affiliate lender,
provides our customers with an easy option to get pre-approved and
secure financing for their next home purchase. Zillow recently
launched Zillow Homes, Inc., a licensed brokerage entity, to
streamline Zillow Offers transactions.
Zillow Group's brands, affiliates and subsidiaries include
Zillow®, Zillow Offers®, Zillow Premier Agent®, Zillow Home Loans™,
Zillow Closing Services™, Zillow Homes, Inc., Trulia®, Out East®,
ShowingTime®, Bridge Interactive®, dotloop®, StreetEasy® and
HotPads®. Zillow Home Loans, LLC is an Equal Housing Lender, NMLS
#10287 (www.nmlsconsumeraccess.org).
Please visit http://investors.zillowgroup.com,
www.zillowgroup.com/news, and www.twitter.com/zillowgroup, where
Zillow Group discloses information about the company, its financial
information, and its business that may be deemed material.
(ZFIN)
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SOURCE Zillow Group, Inc.