Amended Statement of Ownership: Solicitation (sc 14d9/a)
12 Agosto 2014 - 9:56PM
Edgar (US Regulatory)
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)
98974V 107
(CUSIP Number
of Class of Securities)
Charles C. Baker
President and Chief Executive Officer
ZipRealty, Inc.
2000
Powell Street, Suite 300
Emeryville, CA 94608
(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)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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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.
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ADDITIONAL INFORMATION
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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.
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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.
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ZipRealty, Inc.
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Dated: August 12, 2014
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By:
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/s/ Samantha Harnett
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Name:
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Samantha Harnett
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Title:
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General Counsel
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2
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