Bankrate, Inc. agrees to be acquired by Apax Partners for $28.50 per share in cash
22 July 2009
NEW YORK, July 22 - Bankrate, Inc. (Nasdaq: RATE) announced
today that it has entered into a definitive agreement to be
acquired and taken private by funds advised by Apax Partners, a
global private equity firm with over $35 billion in funds under
advice and significant expertise in financial services and
media.
Under the terms of the agreement, Apax will commence a tender
offer to acquire all of the outstanding common stock of Bankrate,
for $28.50 per share in cash, followed by a merger to acquire all
remaining outstanding Bankrate shares at the same price paid in the
tender offer. The offer price represents a premium of 15.8% over
yesterday's closing stock price and 18.2% over the average closing
price for the previous ten trading days. The transaction is valued
at approximately $571 million. Apax is providing 100% of the
financing for the acquisition from its equity funds under
management. Shareholders representing approximately 24% of
Bankrate's outstanding shares have entered into support agreements
with Apax in connection with the transaction.
"Apax's offer represents attractive value to our shareholders,
while also giving us significantly enhanced flexibility to execute
on our long-term strategy in a difficult economic climate," said
Thomas R. Evans, President and CEO of Bankrate, Inc. "Apax Partners
has a proven track record of investing in successful, growing
companies, and we are excited about this partnership."
"We are very attracted to Bankrate's position as a leading
online consumer finance website and we are delighted to have the
opportunity to work with Bankrate's management team in a private
setting to expand their platform," said Mitch Truwit, a partner at
Apax Partners. "Furthermore, we are delighted to be investing in a
company that straddles two of our core investment sectors, media
and financial services."
Bankrate's Board of Directors unanimously approved the
transaction, which is subject to customary closing conditions,
including minimum levels of participation in the tender offer and
regulatory approvals. Under the terms of the merger agreement, Apax
will commence the tender offer no later than Tuesday, July 28,
2009. The transaction is currently expected to close at the end of
the third quarter of 2009.
Bankrate's financial advisor is Allen & Company LLC and its
legal advisor is Wachtell, Lipton, Rosen & Katz. Allen &
Company LLC and Needham & Company, LLC provided fairness
opinions with respect to the transaction. Apax's financial advisor
is Stephens Inc. and its legal advisor is Kirkland & Ellis,
LLP.
In a separate release also issued today, Bankrate announced
preliminary second quarter fiscal 2009 results.
About Bankrate, Inc.
The Bankrate network of companies includes Bankrate.com,
Interest.com, Mortgage-calc.com, Nationwide Card Services,
Savingforcollege.com, Fee Disclosure, InsureMe, CreditCardGuide.com
and Bankaholic.com. Each of these businesses helps consumers make
informed decisions about their personal finance matters. The
company's flagship brand, Bankrate.com is a destination site of
personal finance channels, including banking, investing, taxes,
debt management and college finance. Bankrate.com is the leading
aggregator of rates and other information on more than 300
financial products, including mortgages, credit cards, new and used
auto loans, money market accounts and CDs, checking and ATM fees,
home equity loans and online banking fees. Bankrate.com reviews
more than 4,800 financial institutions in 575 markets in 50 states.
In 2008, Bankrate.com had nearly 72 million unique visitors.
Bankrate.com provides financial applications and information to a
network of more than 75 partners, including Yahoo! (Nasdaq: YHOO),
America Online (NYSE: TWX), The Wall Street Journal and The New
York Times (NYSE: NYT). Bankrate.com's information is also
distributed through more than 500 newspapers. www.bankrate.com
About Apax Partners
Apax Partners is one of the world's leading private equity
investment groups. It operates across the United States, Europe and
Asia and has more than 30 years of investing experience. Funds
under the advice and management of Apax Partners globally total
over $35 billion. These Funds provide long-term equity financing to
build and strengthen world-class companies. Apax Partners Funds
invest in companies across its global sectors of Tech &
Telecom, Retail & Consumer, Media, Healthcare and Financial
& Business Services. Significant recent investments by the Apax
Partners Media and Financial & Business Services teams include:
Trader Media, EMap, Cengage Learning, Travelex, Hub International,
Global Refund and Azimut. For more information visit: www.Apax.com.
Forward-Looking Statements
This announcement contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, among others,
statements about Bankrate's beliefs, plans, objectives, goals,
expectations, estimates and intentions that are subject to
significant risks and uncertainties and are subject to change based
on various factors, many of which are beyond our control. The words
"may," "could," "should," "would," "believe," "anticipate,"
"estimate," "expect," "intend," "plan," "target," "goal," and
similar expressions are intended to identify forward-looking
statements. All forward-looking statements, by their nature, are
subject to risks and uncertainties. Bankrate's actual future
results may differ materially from those set forth in our
forward-looking statements. Bankrate's ability to achieve our
objectives could be adversely affected by the factors discussed in
our Annual Report on Form 10-K for the year ended December 31, 2008
filed with the United States Securities and Exchange Commission
("SEC"), as well as, among others: (1) macroeconomic condition and
general industry conditions such as the competitive environment;
(2) regulatory and litigation matters and risks; (3) legislative
developments; (4) changes in tax and other laws and the effect of
changes in general economic conditions; (5) the risk that a
condition to closing of the transaction may not be satisfied; and
(6) other risks to consummation of the transaction, including the
risk that the transaction will not be consummated within the
expected time period.
Additional information and where to find it
The tender offer described in this announcement has not yet
commenced. This announcement is for informational purposes only and
does not constitute an offer to purchase or a solicitation of an
offer to sell Bankrate's common stock. Investors and stockholders
are urged to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer
and, if applicable, the proxy statement regarding the merger when
they become available because they will contain important
information. The tender offer statement will be filed by Ben Merger
Sub Inc. with the SEC and the solicitation/recommendation statement
and the proxy statement, if any, will be filed by Bankrate with the
SEC. Investors and stockholders can obtain a free copy of these
materials (when available) and other documents filed by Ben Merger
Sub Inc. or Bankrate with the SEC at the website maintained by the
SEC at www.sec.gov. You may also
read and copy any reports, statements and other information filed
by Ben Merger Sub Inc. or Bankrate with the SEC at the SEC public
reference room at 100 F Street N.E., Room 1580, Washington, D.C.
20549. Please call the SEC at (800) 732-0330 or visit the SEC's
website for further information on its public reference room.
For more information, please
contact:
Bankrate, Inc. Media Contact
Edward J. DiMaria
SVP, Chief Financial Officer
edimaria@Bankrate.com
(917) 368-8608
Bruce J. Zanca
SVP, Chief Communications/Marketing
Officer
bzanca@Bankrate.com
(917) 368-8648
Brandy Bergman/Jane Simmons
Sard Verbinnen & Co
(212) 687-8080
Apax Partners Media Contact
Benjamin Harding
benjamin.harding@apax.com
+44 20 7872 6401