Bankrate to be acquired by Red Ventures for $14.00 per share
3 July 2017
NEW YORK and CHARLOTTE, N.C., July 3, 2017 -- Bankrate (NYSE: RATE), a leading online publisher, aggregator, and distributor of personal finance content, today announced that it has entered into a definitive agreement to be acquired by Red Ventures, a leading digital consumer choice platform, in an all-cash transaction that values Bankrate at an enterprise value of approximately $1.4 billion. Under the terms of the merger agreement, Bankrate shareholders will receive $14.00 per share in cash, which represents a premium of approximately 31 percent over Bankrate's three-month average closing share price. The merger agreement has been unanimously approved by Bankrate's Board of Directors.
The combination will create a scaled and diversified digital platform of consumer marketplaces. Bankrate is a leading consumer financial services company with online brands across personal finance categories, including credit cards, banking and senior care. Red Ventures uses advanced analytics, data science and integrated technology to cultivate digital connections between brands and consumers across the financial services, home services and healthcare industries. Bankrate's comprehensive platform and millions of users across multiple brands will deepen Red Ventures' footprint in the financial services industry and enhance relationships between financial services providers and consumers looking for trusted, authoritative information when making decisions about their personal finances and senior care.
"We're excited to join forces with the Bankrate team, which has built an impressive and powerful platform of consumer-facing financial services content and brands," said Ric Elias, CEO of Red Ventures. "Our capabilities are highly complementary. We see significant potential to leverage our technology, strategic partnerships and digital expertise and build on Bankrate's leading platforms to help more consumers find the financial services and products that meet their needs."
"We are thrilled to have reached an agreement that delivers immediate and significant value to our shareholders while joining with Red Ventures, a world-class organization that will take the Bankrate businesses to the next level of success," said Kenneth S. Esterow, President and CEO of Bankrate. "As a part of Red Ventures, Bankrate will be better positioned than ever to be the partner of choice for providers to acquire customers."
The transaction, which is expected to close in 2017, is subject to approval by Bankrate shareholders, regulatory approval and other customary closing conditions.
J.P. Morgan Securities LLC is acting as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Bankrate. Bank of America, Barclays, Citi, Credit Suisse, Fifth Third, MUFG and PNC are acting as financial advisors and are providing debt financing to Red Ventures. Simpson Thacher & Bartlett LLP is acting as legal advisor to Red Ventures.
Bankrate (NYSE: RATE) is a leading online publisher, aggregator, and distributor of personal finance content. The Company's vision is to help consumers Maximize Your Money™ when they borrow, save or invest. With this in mind, RATE aggregates large scale audiences of in-market consumers by providing them with proprietary, fully researched, comprehensive, independent and objective personal finance and related editorial content across multiple vertical categories including credit cards, mortgages, deposits, senior care and other categories, such as personal and auto loans retirement, and taxes. RATE's flagship sites CreditCards.com, Bankrate.com, and Caring.com are leading destinations in each of their respective verticals and connect their vast audiences with financial service and senior care providers and other contextually relevant advertisers. RATE also owns and operates a number of specialist sites, apps and social platforms, including NextAdvisor.com, The Points Guy, Interest.com, Quizzle.com and Walla.by. Bankrate also develops and provides content, tools, web services and co-branded websites to over 100 online partners, including Yahoo!, CNBC and MarketWatch. In addition, Bankrate licenses editorial content to leading news organizations such as The Wall Street Journal and The New York Times.
About Red Ventures
Red Ventures is a leading digital consumer choice platform based in Charlotte, North Carolina. Through deeply integrated brand partnerships and consumer-facing assets, Red Ventures connects online customers with products and services across high-growth industries including home services, financial services, and healthcare. Founded in 2000, Red Ventures has more than 2,700 employees in offices across the Carolinas, Seattle, Washington, and Sao Paulo, Brazil. For more information, visit www.redventures.com.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving Bankrate, Inc. ("Bankrate"). In connection with the proposed merger, Bankrate will file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including Bankrate's proxy statement on Schedule 14A (the "Proxy Statement"). This communication is not a substitute for the Proxy Statement or any other document that Bankrate may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF BANKRATE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC's website, http://www.sec.gov, and Bankrate's website, www.bankrate.com. In addition, the documents (when available) may be obtained free of charge by directing a request to Ken Stelzer by email at Ken.Stelzer@Bankrate.com or by calling 917-438-9544.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Bankrate common stock in respect of the proposed transaction. Information about the directors and executive officers of Bankrate is set forth in the proxy statement for Bankrate's 2017 annual meeting of stockholders, which was filed with the SEC on April 28, 2017, and in other documents filed by Bankrate with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute "forward-looking statements." Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain Bankrate stockholder approval of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; the effect of the announcement of the transaction on the ability of Bankrate to retain and hire key personnel and maintain relationships with its customers, providers, advertisers, partners and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management's attention from ongoing business operations due to the transaction; the ability to meet expectations regarding the timing and completion of the merger; and other factors detailed in Bankrate's Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2016 and Bankrate's other filings with the SEC, which are available at http://www.sec.gov and on Bankrate's website at www.bankrate.com. Bankrate assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.