UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14D-9

(Rule 14d-101)

 

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 10

 

 

DEALERTRACK TECHNOLOGIES, INC.

(Name of Subject Company)

 

 

DEALERTRACK TECHNOLOGIES, INC.

(Name of Persons Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

242309102

(CUSIP Number of Class of Securities)

 

Gary N. Papilsky, Esq.

General Counsel
Dealertrack Technologies, Inc.

1111 Marcus Ave., Suite M04

Lake Success, NY 11042

(516) 734-3600

(Name, address and telephone numbers of person authorized to receive notice and communications

on behalf of the persons filing statement)

 

With copies to:

 

Paul S. Scrivano, Esq.

O’Melveny & Myers LLP
Times Square Tower

7 Times Square

New York, New York 10036

(212) 326-2000

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

This Amendment No. 10 (“Amendment No. 10”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Dealertrack Technologies, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 26, 2015 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Runway Acquisition Co. (“Acquisition Sub”), a subsidiary of Cox Automotive, Inc. (“Parent”), to purchase all of the Company’s outstanding common stock, par value of $0.01 per share (the “Shares”) for $63.25 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Acquisition Sub dated June 26, 2015, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.

 

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 10. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.

 

Item 8. Additional Information to be Furnished.

 

The subsection “Regulatory Approval—U.S. Antitrust Laws” of Item 8 of this Schedule 14D-9 is hereby amended and supplemented by inserting the following at the end thereof:

 

“On September 29, 2015, the Company and Parent reached an agreement with the DOJ in connection with the DOJ’s review of the proposed acquisition of the Company by Parent. The agreement, which completes the DOJ’s review under the HSR Act of the transactions contemplated by the Merger Agreement, includes a Proposed Final Judgment and a Hold Separate Stipulation and Order, which have been filed with the U.S. District Court for the District of Columbia, along with other related documents. Subject to the entry of the Hold Separate Stipulation and Order by the District Court, the agreement satisfies one of the conditions under the Merger Agreement necessary to consummate the acquisition of the Company by Parent.

 

Under the terms of the Proposed Final Judgement, the Company and Parent have agreed to divest the Company’s Inventory+ business following the closing of the Merger and to undertake certain other actions to protect competition. As previously disclosed, the Company has reached an agreement to sell the Inventory+ business to DealerSocket, Inc.”

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: September 29, 2015

 

 

	DEALERTRACK TECHNOLOGIES, INC.
	By:	/s/ Eric D. Jacobs
		Name:	Eric D. Jacobs
		Title:	Executive Vice President, Chief
			Financial and Administrative Officer