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moveinc-brandsZillow may soon have a new rival to face off against: Rupert Murdoch.

The billionaire media titan’s News Corp. today announced plans to buy Move Inc. — operator of Realtor.com, ListHub and other online real estate services — for $950 million in cash. The deal comes amid consolidation in the online real estate industry, with Seattle-based Zillow announcing earlier this summer a plan to buy San Francisco-based Trulia for $3.5 billion.

A photo of Errol Samuelson.
Errol Samuelson

The deal has been approved by the boards of both companies, and it represents a 37 percent premium over Move Inc.’s closing stock price on Monday. Shares of Move jumped in June after rumors circulated that Trulia may consider buying the company.

Zillow and Move have a contentious relationship, stemming from a lawsuit that Move filed earlier this year saying that its former chief strategy officer, Errol Samuelson, violated trade secrets when he left his executive position to join Zillow. In June, Washington state Superior Court Judge Barbara Linde granted a preliminary injunction against Zillow and Samuelson, a legal victory that essentially sidelined the former executive four months after he jumped from a role at Move Inc. to Zillow.

In addition to The Wall Street Journal and Harper Collins, News Corp. has substantial real estate holdings through its unit REA Group, one of the leading Australian online real estate companies, operator of realestate.com.au. REA will hold a 20 percent share of Move Inc., with News Corp. owning the rest.

Here’s the full press release issued today by Move, which is based in San Jose, Calif. and employs 913 employees. It had $227 million in revenue last year — ahead of Zillow’s haul of $197.5 million. Even so, Zillow is now valued at $4.65 billion.

New York, NY (September 30, 2014) – News Corp and Move, Inc. (“Move”) announced today that News Corp has agreed to acquire Move, a leading online real estate business that brings consumers and Realtors® together to facilitate the sale and rental of real estate in the United States.

REA Group Limited (“REA”), which is 61.6% owned by News Corp and is the operator of the leading Australian residential property website, realestate.com.au, plans to hold a 20% stake in Move with 80% held by News Corp.

Through realtor.com® and its mobile applications, Move displays more than 98% of all for-sale properties listed in the US, sourced directly from relationships with more than 800 Multiple Listing Services (“MLS”) across the country. As a result, Move has the most up-to-date and accurate for-sale listings of any online real estate company in America. The Move Network of websites, which also includes Move.com, reaches approximately 35 million people per month, who spend an average of 22 minutes each on its sites[1].

Move’s content advantage makes it well positioned to capitalize on the fast-growing US online real estate sector and the world’s largest residential real estate market. More than five million homes in the United States are bought and sold each year, representing more than $1 trillion in annual transaction volume. Agents and brokers are expected to spend approximately $14 billion in 2014 marketing homes (up from approximately $11 billion in 2012), and an additional $11 billion will be spent by mortgage providers[2].

Under the acquisition agreement, which has been unanimously approved by the board of directors of Move, News Corp will acquire all the outstanding shares of Move for $21 per share, or approximately $950 million (net of Move’s existing cash balance), via an all-cash tender offer. This represents a premium of 37% over Move’s closing stock price on September 29, 2014. REA’s share will be acquired for approximately US$200 million. News Corp intends to commence a tender offer for all of the shares of common stock of Move within 10 business days, followed by a merger to acquire any untendered shares.

“This acquisition will accelerate News Corp’s digital and global expansion and contribute to the transformation of our company, making online real estate a powerful pillar of our portfolio,” said Robert Thomson, Chief Executive of News Corp. “We intend to use our media platforms and compelling content to turbo-charge traffic growth and create the most successful real estate website in the US. We are building on our existing real estate expertise and expect to leverage the potential of Move and its valuable connections with Realtors® and consumers around the country.”

“In addition to boosting Move’s subscription, advertising and software services, this acquisition will give News Corp a significant marketing platform for our media assets, which will benefit from the high-quality geographic data generated by real estate searches,” said Mr. Thomson. “We certainly expect this deal to amount to far more than the sum of the parts.”

“News Corp’s acquisition of Move speaks powerfully to the quality and value of our content, audience and industry relationships,” said Steve Berkowitz, Chief Executive Officer of Move. “We provide people with the information, tools and professional expertise they need to make the best and most informed real estate decisions, and we work to uphold the indispensable role of the professional in the real estate experience. News Corp shares our vision, which is one of the many reasons this combination is such good news for our customers, consumers and the industry as a whole.”

REA Group Chief Executive Tracey Fellows said: “This is a fantastic opportunity for REA Group to invest in a leading player in the largest real estate market in the world. We see strong growth potential for Move, given the size of the US market, the significant proportion of real estate advertising yet to move online, and recent industry consolidation. We believe that our digital real estate know-how, combined with News Corp’s content, distribution and marketing strengths, will be a winning combination for Move and for our shareholders.”

Move has an exclusive, strategic relationship with the National Association of Realtors® (“NAR”), the largest trade organization in the United States, with more than one million members, and NAR has given its consent to the acquisition. Move is focused on providing high ROI for agents and benefits from their invaluable marketing support and high quality listings for vendors and potential purchasers.

“This partnership will help shape the future of real estate,” said National Association of Realtors® President Steve Brown. “News Corp’s ability to reach and engage consumers, combined with realtor.com®’s quality content and the real insights Realtors® provide will transform the current landscape. Working together, Realtors®, Move and News Corp will truly make home happen.”

Move owns ListHub, a digital platform that aggregates and syndicates MLS data to more than 130 online publishers, reaching approximately 900 websites.

The Move audience is highly engaged and transaction ready; over 90% of page views on their websites are on ‘for sale’ properties,[3] helping generate the highest conversion rate of qualified leads in the industry[4]. The connection between agents and customers is strengthened by robust web and mobile-based customer-relationship management offerings to help facilitate transactions. Approximately 60% of traffic for Move websites comes from mobile devices.

For the year ended December 31, 2013, Move reported $227 million in revenues, and $29 million in adjusted EBITDA[5], and generated the highest revenue per unique user in the industry.

Move will become an operating business of News Corp and remain headquartered in San Jose, California. The company, started in 1993, has 913 employees.

Some of the expected key benefits of the transaction include:

Broadened reach for Move through News Corp’s robust platform including WSJ Digital Network (approximately 500 million average monthly page views[6]) and News America Marketing (nearly 74 million households)
Increased sales and marketing support to drive higher brand awareness and traffic
Cross-platform promotion and audience monetization expertise
Leverage of News Corp’s and REA’s real estate and digital expertise to drive improved product innovation, consumer engagement and audience growth
Boost traffic and digital dwell times with high quality News Corp content
###

In addition to its leading position in Australia, REA’s operations and investments include leading online real estate websites in Italy (casa.it) and Luxembourg (atHome.lu) with presence also in regional France. In Asia, REA operates MyFun.com for the Chinese market and squarefoot.com.hk in Hong Kong and recently acquired a 17.22% stake in iProperty, the leading online real estate advertising business across South East Asia.

Along with its connection to REA, News Corp also has substantial expertise in real estate via its newspaper holdings, including The Wall Street Journal and the New York Post. In 2012, the Journal began publishing Mansion, a successful global luxury real estate section, under the leadership of Mr. Thomson, who was then the Journal’s Managing Editor. News Corp’s UK publications also provide readers with online access to home and apartment listings throughout Great Britain. The Times of London’s lucrative Bricks & Mortar section was also commissioned and overseen by Mr. Thomson while he was Editor of that publication.

“We have great faith in America’s potential and the long-term asset value of housing, which is continuing its recovery and has yet to regain its full potency,” said Mr. Thomson. “It is forecast that the number of Millennial households will increase from 13.3 million in 2013 to 21.6 million in 2018, and they will spend more than $2 trillion on home purchases and rent by 2018[7]. Many will begin their search online and use tools and content on realtor.com®. Buying a home is the most important investment decision any family will make.”

The acquisition is subject to the satisfaction of customary closing conditions, including regulatory approvals and a minimum tender of at least a majority of the outstanding Move shares, and is expected to close by the end of calendar year 2014.

Advisors on the transaction include Goldman Sachs, as financial advisor, and Skadden, Arps, Slate, Meagher and Flom LLP, as legal advisor, for News Corp and Morgan Stanley, as financial advisor, and Cooley LLP, as legal advisor, for Move.

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