Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - NEWS CORP | d797313dex992.htm |
| EX-99.1 - EX-99.1 - NEWS CORP | d797313dex991.htm |
| 8-K - 8-K - NEWS CORP | d797313d8k.htm |
| EX-99.6 - EX-99.6 - NEWS CORP | d797313dex996.htm |
| EX-99.3 - EX-99.3 - NEWS CORP | d797313dex993.htm |
| EX-99.7 - EX-99.7 - NEWS CORP | d797313dex997.htm |
| EX-99.4 - EX-99.4 - NEWS CORP | d797313dex994.htm |
 Acquisition of Move, Inc.
30 September 2014
Exhibit 99.5 |
 Disclaimer
Forward-
Looking Statements
2
New York, 30 September 2014
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. 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, Inc.
(“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.
|
 Transaction Highlights
•
Leading online real estate platform serving the needs of both consumers and
Realtors®
in partnership with the National Association of Realtors®
(NAR)
•
Targets large addressable market: estimated $14 billion annual marketing
spend in calendar year 2014 by real estate agents and brokers, with
increasing digital spend
•
Leverages both News Corp and REA Group’s unique capabilities through
planned News Corp 80% / REA 20% ownership structure
•
Provides entry point into dynamic market while retaining financial flexibility at
News Corp
•
Complements and enhances News Corp’s core media properties
3
Source: Borrell and Associates
Note: $950 million excludes cash on Move balance sheet.
New York, 30 September 2014
Acquisition of Move (Nasdaq:MOVE), a leading US digital real estate company, for
$21.00 per share or approximately $950 million, net, via an all-cash
tender offer |
 4
Framing the Opportunity: Large, Growing,
and Dynamic US Residential Real Estate Market
~$14bn Annual Marketing Spend from Agents & Brokers
US Residential Real Estate Market
•
1.1 million Realtors®
•
More than 5 million homes bought / sold per
annum
$1 trillion+ in annual transaction volume
~$60 billion commissions to agents & brokers
•
$30 billion market opportunity
Agents & Brokers
$14 billion
Mortgages
$11 billion
Rentals
$3 billion
Builders & Developers
$2 billion
Source: Borrell and Associates and BIA / Kelsey
Note:
Move,
Zillow,
and
Trulia
based
on
IBES
median
2014
revenue
estimates.
~$13bn outside of
3 leading portals
~$1bn at Move, Zillow,
and Trulia
New York, 30 September 2014 |
 Overview of Move
•
$227 million of revenue and $29 million of
Adjusted EBITDA
3
for the year ended
December 31, 2013
•
HQ in San Jose, CA
•
913 employees
5
New York, 30 September 2014
At-A-Glance
2
Key Assets
•
A leading platform for consumer search with
the most accurate and timely for-sale listings
data
•
Highly engaged and transaction-ready
audience of approximately 35 million monthly
unique
visitors
1
•
Strong relationship with NAR provides unique
access to MLSs and Realtors®
•
Coverage of more than 98% of existing
homes listed for sale provides high quality
leads
•
Owns and operates ListHub, which
syndicates listings to over 130 publishers
across the web
1.
Move, Inc. internal data (August 2014).
2.
Move, Inc. public filings.
3.
Adjusted EBITDA excludes stock-based compensation.
$ 170
$ 180
$ 190
$ 200
$ 210
$ 220
$ 230
$ 192
$ 199
$ 227
2011
2012
2013
Revenue ($mm)
$ 20
$ 25
$ 30
$ 35
$ 40
$ 26
$ 27
$ 29
2011
2012
2013
Adj. EBITDA ($mm) |
 Move’s Unique Relationship with NAR
6
•
Move has exclusive and perpetual right to operate realtor.com®, the
official site of the National Association of Realtors®
(NAR)
•
NAR supports realtor.com®
through its own advertising budget
•
Long-term platform to support the value that Realtors®
provide in the
marketplace
•
NAR has global alliances with over 80 real estate associations in nearly
60 countries
•
NAR has consented to the proposed acquisition and agreed to tender its
shares of Move
New York, 30 September 2014 |
 Move
Provides Leading Destinations for Consumers to Find Homes
7
Leading Destinations for Consumers to Find Their Home (%)
#1
Source
of
Leads
for
Realtors®
(%)
Source: Move, Inc. public filings.
•
Move gets listings data directly from
800 MLSs around the country
covering more than 98% of for-sale
home listings
•
Over 90% of listings are updated
every 15 minutes
•
Extensive sales history and
sold/pending
data
in
real
time
New York, 30 September 2014
Revenue per Unique Visitor
Competitor 1
Competitor 2
Competitor 1
Competitor 2
Competitor 2
Competitor 1
Source:
PAA
Research
and
California
Association
of
Realtors®
2013
Survey
of
California
Home
Buyers
Note: Revenue per unique visitor based on Q2 2014 company-reported data.
$0.97
$1.24
$1.86
3.4
3.6
9.8
31
23
13 |
 News
Corp and REA Uniquely Positioned to Capture Move’s Long-Term
Opportunity 8
New York, 30 September 2014
•
Large scale technology infrastructure at News Corp
•
Audience monetization and cross-platform promotion expertise
•
Accelerate product development and innovation
•
Extensive News Corp marketing resources and reach
500mm average monthly page views through WSJ Digital Network including
MarketWatch Nearly 74mm households through News America Marketing
146mm monthly page views at New York Post Digital Network
•
Leverage existing digital real estate assets: REA and WSJ Mansion
Product
Innovation
Broad Reach of
Media Footprint
Know-how and
Expertise
•
News Corp media platforms outside the US
•
NAR international partnerships
Global
Opportunity
Source: 1. Adobe Omniture (monthly average for year ended June 30, 2014), 2. News
Corp public filings, and 3. Google Analytics (August 2014). 1
2
3 |
 Transaction Overview
•
Signed acquisition agreement between News Corp and Move to
be followed by a tender offer and merger
•
REA Group (ASX:REA), majority-owned by News Corp, plans to
hold a 20% stake in Move
9
New York, 30 September 2014
Structure
Value
Financing
Timing
•
Acquisition of 100% of Move for $21.00 / share in cash
•
Approximately $950 million aggregate net purchase price
•
Funded by available cash from consolidated cash balance of
News Corp
•
Tender offer to commence within the next 10 business days
•
Transaction expected to close in Q4 of CY2014 |
 Summary
Large, underdeveloped digital real estate market opportunity in world’s
largest market
Acquisition of digital platform with unique strategic attributes: listings data,
customer software, and NAR relationship
News Corp and REA well-positioned and committed to accelerate growth and
innovation at Move
Complements and enhances the strengths of News Corp’s US media platforms
Accelerate News Corp’s transition to digital media through prudent deployment
of capital
10
New York, 30 September 2014 |