Seattle, Washington - Zillow, Inc. today announced it has completed its previously announced acquisition of Trulia, Inc. for $2.5 billion in a stock-for-stock transaction, and formed Zillow Group, Inc. (NASDAQ:Z), which houses a portfolio of the largest and most vibrant U.S. real estate and home-related brands on mobile and the Web. In addition to Zillow and Trulia, Zillow Group's consumer brand portfolio includes StreetEasy, New York City's leading real estate marketplace, and rental search brand HotPads.
"This is a pivotal day in online real estate and we couldn't be more excited to welcome Trulia to Zillow Group," said Spencer Rascoff, CEO of Zillow Group. "Each of our brands share a consumer-first philosophy, and our powerful combination of insights and expertise will drive even greater innovation for consumers, empowering them with essential information they need to make critical financial decisions. Our combination will also enable real estate professionals to more efficiently and easily reach the nation's largest audience of engaged buyers, sellers and homeowners, and extract even more value from their advertising."
Paul Levine, previously Trulia's chief operating officer, has been named president of Trulia, reporting to Rascoff. Pete Flint, co-founder and former CEO of Trulia, has joined the Zillow Group board of directors, as has former Trulia board member Greg Waldorf. Zillow Group is expected to begin trading on Nasdaq on Feb. 18, 2015, under the ticker symbol "Z" and will inherit the trading history of Zillow Inc., which also traded under the ticker symbol "Z".
Later this year, Zillow Group expects to begin to offer shared services and marketing platforms for advertisers and industry partners that will enhance efficiency and deliver greater return on investment. Information about any changes will be communicated promptly to advertisers and partners.
In connection with the close of the acquisition, the companies eliminated approximately 280 positions, primarily in San Francisco and Bellevue, Wash., due primarily to redundancy in the combined company's sales and administrative organizations. Another 70 positions will be eliminated as of the end of the second quarter, at which time Zillow Group will have approximately 2,000 employees. The approximately 350 affected employees have already been notified.
Zillow Group intends to provide pro forma financial results for the year ended Dec. 31, 2014 prior to its first quarter earnings report, tentatively planned for May 2015. Information about Zillow Group, including media and investor information, can be found at www.zillowgroup.com. Zillow Group news can also be found at the Twitter handle .
Transaction Details
Zillow Group acquired Trulia in a stock-for-stock transaction valued at $2.5 billion, based on the closing price of Zillow stock on Feb. 17, 2015. As part of the agreement, Trulia stockholders received 0.444 shares of Class A Common Stock of Zillow Group, Inc. for each share of Trulia Common Stock, and own approximately 33% of the combined company as of closing. Current Zillow holders of Class A Common Stock and Class B Common Stock received one share of comparable Zillow Group Common Stock, representing approximately 67% of the newly combined company. Zillow Group now has approximately 70.5 million fully diluted shares outstanding. Trulia's convertible notes have been assumed by Zillow Group. The acquisition of Trulia was announced on July 28, 2014, received shareholder and stockholder approval for each company on Dec. 18, 2014, and Zillow was notified by the Federal Trade Commission of its assent of the transaction on Feb. 13, 2015.
Conference Call
Zillow Group management will host a conference call to discuss the close of the Trulia acquisition on Feb. 18, 2015. The call will begin at 6 a.m. Pacific Time (9 a.m. Eastern Time), and it will also be webcast live. The live webcast of the conference call will be available on the investor relations section of Zillow Group's website at http://investors.zillowgroup.com/. For those without access to the Internet, the call may be accessed toll-free via phone at 877-643-7152 with conference ID# 61427387. Callers outside the United States may dial 443-863-7921 with conference ID# 61427387. Following completion of the call, a recorded replay of the webcast will be available on the investor relations section of Zillow Group's website at http://investors.zillowgroup.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Zillow's acquisition of Trulia and the expected benefits of the transaction; operational and organizational details of the combined company; the way in which the transaction will impact consumers, real estate professionals, and industry partners; the ability of the combined company to innovate; our ability to realize opportunities of scale; our ability to deliver greater return on investment to our advertisers; and the expected timing of trading on Nasdaq. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "will," "projections," "estimate," or similar expressions constitute forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking statements. Factors that may contribute to such differences include, but are not limited to, the risk that expected cost savings or other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that the businesses may not be combined successfully or in a timely and cost-efficient manner; and the risk that business disruption relating to the merger may be greater than expected. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption "Risk Factors" in Zillow's Annual Report on Form 10-K for the year ended December 31, 2014, Trulia's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, and in Zillow's and Trulia's other filings with the Securities and Exchange Commission. Except as may be required by law, neither Zillow nor Trulia intend, nor undertake any duty, to update this information to reflect future events or circumstances.
About Zillow Group
Zillow Group (NASDAQ:Z) houses a portfolio of the largest real estate and home-related brands on the Web and mobile. The company's brands focus on all stages of the home lifecycle: renting, buying, selling, financing and home improvement. Zillow Group is committed to empowering consumers with unparalleled data, inspiration and knowledge around homes, and connecting them with the right local professionals to help. The Zillow Group portfolio of consumer brands includes real estate and rental marketplaces Zillow®, Trulia®, StreetEasy® and HotPads®. In addition, Zillow Group works with tens of thousands of real estate agents, lenders and rental professionals, helping them maximize business opportunities and connect to millions of consumers. The company operates a number of brands for real estate, rental and mortgage professionals, including Postlets®, Mortech®, Diverse Solutions®, Market Leader®, ActiveRain® and Retsly™. The company is headquartered in Seattle.
