And so it goes. Move, the operators of the National Associaton of REALTORS portal called Realtor.com have agreed to sell the company to News Corp in an all-cash deal valued at $950 million. MOVE’s board of directors were swift to approve the offer, representing a 36% bump in the value of the company.
News Corp owns other real estate assets including The Wall Street Journal ( a popular spot for luxury property advertising) and Australian real estate portal – realestate.com.au (part of the REA Group). REA Group will apparently pay for 20% of MOVE, and News Corp will pay the rest.
This is a pretty bullish acquisition. It demonstrates the belief that there is a lot of growth on the horizon for portals in the US Market. To me, the future looks pretty competitive with lots of well-funded competitors dueling it out.
MOVE has made a number of acquisitions over the years to diversify revenue away from the portal offering. Aside from Realtor.com, Top Producer is a solid contributor to the company’s success and revenue. I wonder if the new owners will shed some of those assets and focus purely on MOVE.com and Realtor.com. I also imagine that News Corp will be a little more aggressive in wielding the leverage it has with ListHub in a couple of ways – more international expansion and tighter agreements with publishers. Or not. They say that they have shared vision and shared values.
Congratulations to the MOVE shareholders and executives. Nice win. My hope is that Joe Hanauer will be retained to continue is a spectacular mission to support Realtor.com.
Below are three clippings – letter from NAR to the membership – letter from MOVE to industry leaders – and the press release – all in one place for your pleasure.
By the way – does anyone know how much stock News Corp and REA Group have invested in Zillow and Trulia – I think they are partners in all of these firms now. Pretty cool strategic investment strategy.
Letter from NAR to the Membership
Dear NAR Member,
Today marks an extraordinary turning point in the history of realtor.com®. The website pioneered online real estate and was No. 1 in that space for 15 years. In recent years, even as realtor.com®’s traffic grew, deep-pocketed Internet startups succeeded in eroding the site’s consumer mind share. One year ago, the National Association of REALTORS® altered its operating agreement with San Jose, Calif.-based Move Inc., operator of realtor.com®, to enable the site to compete more effectively. The site has already regained significant momentum since that change.
Move Inc. announced today an agreement to be purchased by News Corp. You’re probably familiar with News Corp as the publisher of The Wall Street Journal, Barron’s, and other business and consumer titles and websites. But you may not be aware that News Corp is a majority owner of the REA Group, which is the operator of the leading Australian residential property website. The company’s purchase of Move will help accelerate realtor.com®’s climb back to No. 1. News Corp’s ability to reach and engage consumers, combined with realtor.com®’s quality content and the real insights REALTORS® provide will transform the current landscape.
In August, we sent all REALTORS® an email reminding you of why we started realtor.com®—to ensure a REALTOR®-friendly, accurate, time-sensitive, site with explicit guarantees not to disintermediate you. We remain committed to that mission, and the stakes have never been higher. That’s why we’re excited about partnering with an entrepreneurial, global company that shares our goal of serving both consumers and our industry.
As the News Corp-Move Inc. deal moves toward completion, we will do everything we can to keep you informed. Already, we have posted an FAQ at realtor.org, and we will continue to add to that FAQ as details emerge.
Open Letter from MOVE to the Industry
September 30, 2014
An Open Letter to the Real Estate Industry
To all of our customers, partners, and colleagues –
Early today, the announcement of a definitive agreement for Move, Inc. to be acquired by the global media and information services company News Corp was made in New York. This is a historic moment for our company, which began its public life in 1999 as Homestore.com, Inc. and today account for more than 3.7 million homes listed for sale on our websites and apps and attracts nearly 35 million unique monthly visitors.
We have been in discussions with News Corp for some time now about the unique value and potential of realtor.com® and our leading brand assets, including ListHub™, TopProducer®, TigerLead® and FiveStreetSM, as well as our leading online destinations in the moving and rentals spaces. News Corp sees the same potential we do – and we could not be more pleased to consummate today’s agreement, which carries the full support of the National Association of REALTORS® (NAR).
The significance of this acquisition for the industry is embodied in the specific and tangible benefits to Move and its constituents, in the shared values between Move and News Corp, and in the continuation of the mission that has led to our success thus far and will continue to drive us in the months and years ahead.
Substantial benefits
Combining the assets of Move and News Corp will result in broad and substantial benefits for homebuyers and home sellers, agents and brokers, and organized real estate in general. Specifically, the combination will deliver:
- Broadened reach for Move through News Corp’s robust media platform, including the WSJ Digital Network (which accounts for approximately 500 million average monthly page views) and News America Marketing (which reaches nearly 74 million U.S. households)
- Increased sales and marketing support to drive higher brand awareness and traffic Cross-platform promotional opportunities
- Improved product innovation that leverages News Corp’s real estate and digital expertise
- Increased traffic and time on site with high quality News Corp content
In 2013, News Corporation separated into two distinct, publicly traded companies – News Corp and 21st Century Fox (which is home to Twentieth Century Fox Film, Fox Television, Fox News Channel and other broadcasting and entertainment businesses).
In 2013, News Corporation separated into two distinct, publicly traded companies – News Corp and 21st Century Fox (which is home to Twentieth Century Fox Film, Fox Television, Fox News Channel and other broadcasting and entertainment businesses).
Shared values
The “new” News Corp is today one of the world’s leading media and information services companies, comprised of news, book publishing, digital real estate, digital education and integrated marketing businesses. It is home to such iconic brands as Dow Jones, The Wall Street Journal, Barron’s, the New York Post, The Australian and HarperCollins Publishing, as well as The Times, Sunday Times and The Sun in the UK.
News Corp also has a 61.6% stake in the REA Group Limited (REA), which operates the leading Australian residential property website, realestate.com.au. REA plans to hold a 20% stake in Move, with 80% held by News Corp.
Many of the companies in the online real estate space have a demonstrated interest in participating in the fee and commission structure of real estate transactions. In contrast, News Corp’s focus on media and information services provides consumers and real estate professionals with accurate and timely information. Additionally, News Corp knows real estate. They have strong and long-standing relationships with the industry and enter into this agreement with a deep commitment to partnering with the NAR and Realtors.
News Corp believes that real estate professionals – the more than one million Realtors, brokers, agents and MLS operators who form the backbone of our industry – remain vital to a great real estate experience.
News Corp also believes that Move’s standing in the marketplace – as the source of the biggest, best and most accurate inventory of homes for sale and rent – as well as our partnership with the NAR differentiate our business and uniquely position us to lead the industry.
Continuing the mission
Most companies launch Internet strategies to disrupt conventional business practices – sometimes for the better and sometimes for the worse. Recognizing the impact the Internet might have on real estate information, the NAR had the foresight some 16 years ago to reinvent how consumers gain access to property information. The belief was that if consumers sought real estate information online, it should come from the best source of information – Realtors – versus others who would simply add cost and complexity to real estate transactions.
Through realtor.com® the NAR and Move wrote the book on how online real estate should function. Now, as part of News Corp, we will have access to resources, content and media assets that will enable us to more rapidly achieve our potential.
As we leverage these considerable new assets, our mission and our focus remain constant. Today and in the future, we will provide people with the content, tools and professional expertise they need to find their perfect home and work tirelessly to ensure that the real estate professional remains indispensably connected to the process of buying and selling homes.
That means promoting the REALTOR® brand. Generating the best quality leads. Powering syndication through broker choice and control. And creating equal opportunity for all participants in the business. As part of News Corp, we will ensure that Move and all of our assets have the right tools, resources and reach to compete vigorously – and to lead. We know we speak for all of us at Move in saying how enthusiastic we are to join News Corp – and in thanking you for your continued support of our people, products and services. Continued success and best wishes.
Press Release
News Corp To Acquire Move, Inc.
Will become a leading player in rapidly growing US online real estate sector
Move to benefit from News Corp’s scale and reach
NEW YORK–(BUSINESS WIRE)– News Corp and Move, Inc. (“Move”) announced today that News Corp has agreed to acquire Move, a leading online real estate business that brings consumers and Realtors® together to facilitate the sale and rental of real estate in the United States.
REA Group Limited (“REA”), which is 61.6% owned by News Corp and is the operator of the leading Australian residential property website, realestate.com.au, plans to hold a 20% stake in Move with 80% held by News Corp.
Through realtor.com® and its mobile applications, Move displays more than 98% of all for-sale properties listed in the US, sourced directly from relationships with more than 800 Multiple Listing Services (“MLS”) across the country. As a result, Move has the most up-to-date and accurate for-sale listings of any online real estate company in America. The Move Network of websites, which also includes Move.com, reaches approximately 35 million people per month, who spend an average of 22 minutes each on its sites1.
Move’s content advantage makes it well positioned to capitalize on the fast-growing US online real estate sector and the world’s largest residential real estate market. More than five million homes in the United States are bought and sold each year, representing more than $1 trillion in annual transaction volume. Agents and brokers are expected to spend approximately $14 billion in 2014 marketing homes (up from approximately $11 billion in 2012), and an additional $11 billion will be spent by mortgage providers2.
Under the acquisition agreement, which has been unanimously approved by the board of directors of Move, News Corp will acquire all the outstanding shares of Move for $21 per share, or approximately $950 million (net of Move’s existing cash balance), via an all-cash tender offer. This represents a premium of 37% over Move’s closing stock price on September 29, 2014. REA’s share will be acquired for approximately US$200 million. News Corp intends to commence a tender offer for all of the shares of common stock of Move within 10 business days, followed by a merger to acquire any untendered shares.
“This acquisition will accelerate News Corp’s digital and global expansion and contribute to the transformation of our company, making online real estate a powerful pillar of our portfolio,” said Robert Thomson, Chief Executive of News Corp. “We intend to use our media platforms and compelling content to turbo-charge traffic growth and create the most successful real estate website in the US. We are building on our existing real estate expertise and expect to leverage the potential of Move and its valuable connections with Realtors® and consumers around the country.”
“In addition to boosting Move’s subscription, advertising and software services, this acquisition will give News Corp a significant marketing platform for our media assets, which will benefit from the high-quality geographic data generated by real estate searches,” said Mr. Thomson. “We certainly expect this deal to amount to far more than the sum of the parts.”
“News Corp’s acquisition of Move speaks powerfully to the quality and value of our content, audience and industry relationships,” said Steve Berkowitz, Chief Executive Officer of Move. “We provide people with the information, tools and professional expertise they need to make the best and most informed real estate decisions, and we work to uphold the indispensable role of the professional in the real estate experience. News Corp shares our vision, which is one of the many reasons this combination is such good news for our customers, consumers and the industry as a whole.”
REA Group Chief Executive Tracey Fellows said: “This is a fantastic opportunity for REA Group to invest in a leading player in the largest real estate market in the world. We see strong growth potential for Move, given the size of the US market, the significant proportion of real estate advertising yet to move online, and recent industry consolidation. We believe that our digital real estate know-how, combined with News Corp’s content, distribution and marketing strengths, will be a winning combination for Move and for our shareholders.”
Move has an exclusive, strategic relationship with the National Association of Realtors® (“NAR”), the largest trade organization in the United States, with more than one million members, and NAR has given its consent to the acquisition. Move is focused on providing high ROI for agents and benefits from their invaluable marketing support and high quality listings for vendors and potential purchasers.
“This partnership will help shape the future of real estate,” said National Association of Realtors® President Steve Brown. “News Corp’s ability to reach and engage consumers, combined with realtor.com®’s quality content and the real insights Realtors® provide will transform the current landscape. Working together, Realtors®, Move and News Corp will truly make home happen.”
Move owns ListHub, a digital platform that aggregates and syndicates MLS data to more than 130 online publishers, reaching approximately 900 websites.
The Move audience is highly engaged and transaction ready; over 90% of page views on their websites are on ‘for sale’ properties,3 helping generate the highest conversion rate of qualified leads in the industry4. The connection between agents and customers is strengthened by robust web and mobile-based customer-relationship management offerings to help facilitate transactions. Approximately 60% of traffic for Move websites comes from mobile devices.
For the year ended December 31, 2013, Move reported $227 million in revenues, and $29 million in adjusted EBITDA5, and generated the highest revenue per unique user in the industry.
Move will become an operating business of News Corp and remain headquartered in San Jose, California. The company, started in 1993, has 913 employees.
Some of the expected key benefits of the transaction include:
- Broadened reach for Move through News Corp’s robust platform including WSJ Digital Network (approximately 500 million average monthly page views6) and News America Marketing (nearly 74 million households)
- Increased sales and marketing support to drive higher brand awareness and traffic
- Cross-platform promotion and audience monetization expertise
- Leverage of News Corp’s and REA’s real estate and digital expertise to drive improved product innovation, consumer engagement and audience growth
- Boost traffic and digital dwell times with high quality News Corp content
###
In addition to its leading position in Australia, REA’s operations and investments include leading online real estate websites in Italy (casa.it) and Luxembourg (atHome.lu) with presence also in regional France. In Asia, REA operates MyFun.com for the Chinese market and squarefoot.com.hk in Hong Kong and recently acquired a 17.22% stake in iProperty, the leading online real estate advertising business across South East Asia.
Along with its connection to REA, News Corp also has substantial expertise in real estate via its newspaper holdings, including The Wall Street Journal and the New York Post. In 2012, the Journal began publishing Mansion, a successful global luxury real estate section, under the leadership of Mr. Thomson, who was then the Journal’s Managing Editor. News Corp’s UK publications also provide readers with online access to home and apartment listings throughout Great Britain. The Times of London’s lucrative Bricks & Mortar section was also commissioned and overseen by Mr. Thomson while he was Editor of that publication.
“We have great faith in America’s potential and the long-term asset value of housing, which is continuing its recovery and has yet to regain its full potency,” said Mr. Thomson. “It is forecast that the number of Millennial households will increase from 13.3 million in 2013 to 21.6 million in 2018, and they will spend more than $2 trillion on home purchases and rent by 20187. Many will begin their search online and use tools and content on realtor.com®. Buying a home is the most important investment decision any family will make.”
The acquisition is subject to the satisfaction of customary closing conditions, including regulatory approvals and a minimum tender of at least a majority of the outstanding Move shares, and is expected to close by the end of calendar year 2014.
Advisors on the transaction include Goldman Sachs, as financial advisor, and Skadden, Arps, Slate, Meagher and Flom LLP, as legal advisor, for News Corp and Morgan Stanley, as financial advisor, and Cooley LLP, as legal advisor, for Move.
####
Conference Call for Analysts and Media
News Corp will host a call with analysts and media to discuss the proposed acquisition at 8:30 a.m. EDT (Sydney: 10:30 p.m. AEST), September 30, 2014. Reporters are invited to join the call on a listen-only basis.
A live audio webcast of the call will be available via: http://investors.newscorp.com.
The call can also be accessed by dialing:
US Participants: 1–800-967-7188
Non-US Participants: 1-719-325-2138
Passcode: 6791228
A replay will be available approximately three hours following the conclusion of the call and for 10 business days thereafter by dialing:
US Participants: 1-888-203-1112
Non-US Participants: 1-719-457-0820
Passcode: 6791228
Forward- Looking Statements
This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of News Corporation (“News Corp”) and Move. The forward-looking statements in this document address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the proposed acquisition, including integration plans and expected synergies. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that Move’s business will not be successfully integrated with News Corp’s business; matters arising in connection with the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to News Corp’s overall business, including those more fully described in News Corp’s filings with the U.S. Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended June 30, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Move’s overall business and financial condition, including those more fully described in Move’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2013, and its quarterly reports filed on Form 10-Q for the current fiscal year. The forward-looking statements in this document speak only as of this date. We expressly disclaim any current intention to update or revise any forward-looking statements contained in this document to reflect any change of expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based, in whole or in part.
Additional Information Regarding the Proposed Transaction
This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. No tender offer for the shares of Move has commenced at this time. In connection with the proposed transaction, News Corp intends to file tender offer documents with the SEC. Any definitive tender offer documents will be mailed to shareholders of Move. INVESTORS AND SECURITY HOLDERS OF MOVE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by News Corp through the SEC website at http://www.sec.gov or through the News Corp website at http://investors.newscorp.com.
About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, cable network programming in Australia, digital real estate services, book publishing, digital education, and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.
About Move, Inc.
Move, Inc. (NASDAQ:MOVE), a leading provider of online real estate services, operates realtor.com®, which connects people to the essential, accurate information needed to identify their perfect home and to the REALTORS® whose expertise guides consumers through buying and selling. As the official website for the National Association of REALTORS®, realtor.com® empowers consumers to make smart home buying, selling and renting decisions by leveraging its direct, real-time connections with more than 800 multiple listing services (MLS) via all types of computers, tablets and smart telephones. Realtor.com® is where home happens. Move is based in the heart of the Silicon Valley — San Jose, CA. REALTOR® and REALTOR.COM® are trademarks of the National Association of REALTORS® and are used with its permission.
About REA Group
REA Group Limited ACN 068 349 066 (ASX:REA) is a leading digital advertising business specialising in property. REA Group operates Australia’s No.1 residential and commercial property websites, realestate.com.au and realcommercial.com.au, as well as the market-leading Italian property site, casa.it, squarefoot.com.hk in Hong Kong, myfun.com in China and other property sites and apps across Europe. www.rea-group.com.
1 Move, Inc. Internal data (August 2014).
2 Borrell Associates (August 27, 2014).
3 Move, Inc. Internal data (August 2014).
4 PAA Research Independent Study.
5 Adjusted EBITDA excludes stock-based compensation.
6 Adobe Omniture, for the year ended June 30, 2014.
7 2013 Demand Institute Housing & Community Survey.
Contacts
News Corp
Jim Kennedy, 212-416-4064
Chief Communications Officer
jkennedy@newscorp.com
@jimkennedy250
or
Mike Florin, 212-416-3248
SVP, Head of Investor Relations
mflorin@newscorp.com
or
Move, Inc.
Christie Farrell, 408-558-7115
Director of Corporate Communications
Christie.farrell@move.com
or
REA Group
Jennifer Parker, +61 427 900 402
Senior Communications Manager
jennifer.parker@rea-group.com
or
The National Association of Realtors®
David Greer, 202-383-1128 (o) / 202-997-8897 (m)
Vice President, Media and Consumer Communications
dgreer@realtors.org
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