Ben Merger Sub and Ben Holdings, corporations formed for the purpose of acquiring Bankrate, have commenced a tender offer to acquire all of the outstanding shares of Bankrate’s common s
Ben Merger Sub and Ben Holdings, corporations formed for the purpose of acquiring Bankrate, have commenced a tender offer to acquire all of the outstanding shares of Bankrate’s common stock for USD28.50 per share in cash.
Ben Merger Sub and Ben Holdings are wholly-owned subsidiaries of funds advised by Apax Partners, a global private equity firm with over USD35bn in funds under advice and significant expertise in financial services and media.
The aggregate value of the proposed transaction is approximately USD570.8m excluding transaction fees and expenses.
Upon the successful closing of the tender offer, shareholders of Bankrate will receive USD28.50 in cash for each share of Bankrate common stock tendered in the offer, without interest and less any applicable withholding taxes.
Following completion of the tender offer, under the terms of the merger agreement Ben Merger Sub will complete a second-step merger in which any remaining common shares of Bankrate will be converted into the right to receive the same per share price paid in the offer.
The tender offer is conditioned upon, among other things, there being validly tendered in accordance with the terms and conditions of the tender offer and not withdrawn prior to the expiration of the offer at least a majority of the outstanding Bankrate shares, which is the minimum number of Bankrate shares required to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement pursuant to the organisational documents of Bankrate and the Florida Business Corporation Act.
This condition may be waived by Ben Merger Sub, at its sole option, if the number of Bankrate shares validly tendered and not withdrawn is at least equal to the difference between a majority of the outstanding Bankrate shares, less the number of Bankrate shares subject to support agreements entered into by certain directors and officers of Bankrate.
The tender offer will expire at midnight New York City time on 24 August 2009, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the SEC.
