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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/12/14 Ziprealty Inc SC 14D9/A 1:17K Ziprealty Inc RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: SC 14D9/A Amendment No. 7 to Schedule 14D-9 HTML 16K
| Amendment No. 7 to Schedule 14D-9 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
ZIPREALTY, INC.
(Name of Subject Company)
ZIPREALTY, INC.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Charles C. Baker
President and Chief Executive Officer
ZipRealty, Inc.
2000 Powell Street, Suite 300
(510) 735-2600
With copies to:
Brett Cooper
Richard V. Smith
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
(415) 773-5700
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 7 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of ZipRealty, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2014 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Honeycomb Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned indirect subsidiary of Realogy Group LLC, a Delaware limited liability company (“Realogy”), to purchase all of the outstanding shares of Common Stock (collectively, the “Shares”), at a purchase price of $6.75 per Share, net to the seller thereof in cash, without interest (the “Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 2014 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”, which together with the Offer to Purchase, constitute the “Offer”). The Offer is described in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”), filed by Realogy and Purchaser with the SEC on July 16, 2014. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9 and are incorporated by reference herein.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below and should be read in conjunction with the Schedule 14D-9, which should be read in its entirety. Any page references in the information below are to pages in the Schedule 14D-9.
| ITEM 8. | ADDITIONAL INFORMATION |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs after the last paragraph on page 37 under the heading “Certain Litigation” as amended by Amendment No. 6 to the Schedule 14D-9:
On August 11, 2014, the Company, Realogy Holdings Corp., Realogy, Purchaser and members of the Company Board (collectively, the “Defendants”) entered into a stipulation of settlement with the plaintiffs and their counsel in the litigation captioned Fundamental Partners et al. v. ZipRealty, Inc. et al. The Company believes that the lawsuit is without merit; however, to avoid the risk that the litigation may delay or otherwise adversely affect the completion of the Offer and the Merger and to minimize the expense of defending such action, the Defendants have agreed to settle the lawsuit pursuant to the terms of the stipulation of settlement.
The stipulation of settlement is subject to customary conditions, including approval by the Superior Court of the State of California following a hearing on the fairness, reasonableness and adequacy of the settlement. If the settlement is finally approved by the Court, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the Offer, the Merger, the Merger Agreement, and any disclosure made in connection therewith, among other claims. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition in the Superior Court of the State of California for an award of attorneys’ fees and expenses that Defendants and/or their insurers will cause to be paid. There can be no assurance that the Superior Court of the State of California will approve the settlement. If the Court does not grant final approval, the proposed settlement as contemplated by the stipulation of settlement may be terminated.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
| ZipRealty, Inc. | ||||||
| Dated: August 12, 2014 | By: | /s/ Samantha Harnett | ||||
| Name: | Samantha Harnett | |||||
| Title: | General Counsel | |||||
2
| This ‘SC 14D9/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/12/14 | SC TO-T/A | ||
| 8/11/14 | SC 14D9/A, SC TO-T/A | |||
| 7/16/14 | 4, SC 14D9, SC TO-C, SC TO-T | |||
| List all Filings | ||||