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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HOMESTORE.COM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
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[LOGO OF HOMESTORE.COM]
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Media Contacts: Financial Contacts:
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Jeff Charney, Homestore.com, Inc. DeLise Keim
805-557-2514 (805) 557-2599
[email protected] [email protected]
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Karen Fulton, Homestore.com, Inc. Sam Levenson, Cendant Corporation
805-557-2661 (212) 413-1834
[email protected] Denise Gillen, Cendant Corporation
(212) 413-1833
Elliot Bloom, Cendant Corporation
212-413-1832
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HOMESTORE.COM, INC. AGREES TO ACQUIRE MOVE.COM FROM CENDANT CORPORATION,
SIGNIFICANTLY EXTENDING THE INTERNET'S LARGEST HOME AND REAL ESTATE MARKETPLACE
Combines The Two Most Popular Home and Real Estate Web Sites Under the
Homestore.com(TM) Network
Unifies Six of the U.S. National Real Estate Franchises Behind Homestore.com's
Online Real Estate Transaction Platform
THOUSAND OAKS, Calif. and NEW YORK, N.Y. (October 27, 2000) - Homestore.com,
Inc. (NASDAQ:HOMS) and Cendant Corporation (NYSE:CD) today announced they have
signed a definitive agreement for Homestore.com to acquire Cendant's Internet
real estate portal, move.com, extending the largest and most comprehensive wired
marketplace for home and real estate-related products and services on the
Internet. The combined entity will offer unprecedented choice and selection for
consumers and professionals alike.
The transaction combines the Internet's two leading Web sites in the home and
real estate category under the Homestore.com(TM) brand. Acquired assets to be
integrated into Homestore.com's industry-leading family of Web sites include
Cendant's move.com, apartment locator Rent Net, direct marketing company Welcome
Wagon(R), and other move.com Web sites. The transaction also ensures that
Homestore.com's Web site REALTOR.com(R) will have exclusive 40-year access to
the aggregated listings of Cendant Corporation's CENTURY 21(R), COLDWELL
BANKER(R) and ERA(R) national real estate franchises and includes an agreement
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by Cendant to purchase Homestore.com's(TM) technology and web-based marketing
products and vertical ASP solutions.
In addition, Cendant will invest in Homestore.com's development of the
Realtors(R) Electronic Transaction Platform (eRealtor.com(TM), the official real
estate transaction platform of the National Association of Realtors(R)) helping
to unite industry participation behind Homestore.com's technology solution for
online real estate transactions. The result is a real estate marketplace for the
New Economy offering consumers and industry professionals a variety of
technology choices as well as easy and direct access to the timely information
and advanced technological tools they need to conduct business on the Web.
Under terms of a definitive agreement signed yesterday, Homestore.com, Inc.
will acquire move.com in an all-stock transaction totaling approximately 26.3
million shares of the company's common stock. Based on yesterday's closing price
of $28.953 per share, the transaction is valued at approximately $761 million.
"We are committed to building the most vibrant and comprehensive online home
and real estate marketplace possible at Homestore.com for the benefit of all of
our consumers and professional customers," said Stuart Wolff, Homestore.com's
chairman and chief executive officer. "With this transaction, we're increasing
choices for consumers nationwide while continuing to put the real estate
professional center stage. This is a giant step forward," Wolff said
Cendant's chairman, president and chief executive officer, Henry R. Silverman
stated: "Homestore.com has done an outstanding job establishing itself as the
leading Internet real estate destination, and we are very pleased to align our
expanding New Economy efforts with them. The benefit of this transaction is
twofold: first, it provides the expertise of an Internet industry leader to
enhance our real estate brands' Web sites and technology to benefit franchisees
and consumers. Furthermore, it benefits our shareholders based on their
investment in move.com and demonstrates the successful execution of Cendant
Internet Group's strategy."
Chairman and CEO of Cendant's Real Estate Division, Richard A. Smith said:
"This business combination is expected to enhance Cendant's off-line real estate
businesses and franchise systems. Licensees and consumers will clearly benefit
from this transaction through compelling new e-commerce services, as well as
joint marketing and promotional opportunities."
"We are most excited about this latest acquisition because it forges together
the expertise, resources and talents of the largest real estate franchises and
creates, on one stage, a platform for
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real estate professionals to provide consumers efficient services in today's
complex marketplace," said NAR President Dennis R. Cronk.
"This transaction in no way alters NAR's operating agreement with Homestore
regarding the Realtor.com site or our interest in Homestore.com. Realtor.com
will continue to be operated for the benefit of all Realtors without any bias or
other advantage or preference over other real estate firms," Cronk said.
Homestore.com(TM) said it expects the acquisition, which brings with it new
revenue streams and cost synergies, to be accretive to the company's fiscal 2001
earnings. Longer term, the company anticipates a variety of synergistic
opportunities resulting from the merged assets, as well as increasing financial
benefits from the economies of scale the transaction will make possible.
Homestore.com's acquisition of move.com is subject to a number of customary
conditions including, among other things, the approval of Homestore.com, Inc.'s
shareholders, and regulatory review under the Hart Scott Rodino Antitrust
Improvements Act. The transaction is currently under review by the antitrust
division of the Department of Justice. Upon closing, Cendant Corporation will
be entitled to name one director to Homestore.com's board, which currently has
six members. Cendant also will be restricted in its ability to sell its
Homestore.com shares and has agreed to vote its shares on all corporate matters
in proportion to the voting decisions of all other shareholders. In addition,
Cendant has agreed to a ten-year standstill agreement that, under most
conditions, prohibits the company from acquiring additional Homestore.com common
shares. Homestore.com and Cendant Corporation said they expect to complete the
transaction within the next six months.
The transaction includes the following key elements:
Homestore.com will integrate move.com and its related assets including Rent
Net, a leading residential rental listing and apartment finder service on the
Internet, into the Homestore.com network, combining two of the most popular and
traffic-generating real estate destinations on the Web today. The transaction
does not include National Home Connections (NHC) or Metro Rent, which will be
retained by Cendant.
Additionally, for 40 years, Homestore.com will acquire the exclusive rights to
the aggregated online residential real estate listings of Cendant's CENTURY
21(R), COLDWELL BANKER(R) and ERA(R) national real estate brokerage franchises,
which also will continue to be featured on
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those brands' respective Internet sites. Cendant and Homestore.com, Inc. will
also enter into an agreement to develop Internet-based technology and tools that
will provide even greater choices for real estate brokers and agents. Cendant's
real estate franchisees are currently involved in approximately 25 percent of
U.S. residential real estate transactions and annually assist more than 1.5
million buyers and sellers of single family homes.
Cendant will become an equity investor in Homestore.com's(TM) technology
project to develop an online real estate transaction platform (eRealtor.com(TM),
the official real estate transaction platform of NAR), joining current
participants including the National Association of Realtors(R), Fannie Mae, GMAC
Real Estate, GMAC Mortgage and VeriSign. Prudential Real Estate Network and
RE/MAX also endorse the transaction platform. With the participation of
Cendant's three national franchise organizations, Homestore.com will unify six
of the largest U.S. national residential real estate franchises behind
Homestore.com's industry standard for online real estate transactions. Cendant
Mobility, Cendant's relocation company and NRT Incorporated, Cendant's largest
real estate franchisee, also have agreed to use the transaction platform
exclusively for a period of three years. These two organizations accounted for
more than 400,000 transactions last year. Homestore.com will also have the
ability to host the Internet sites of Cendant's three real estate brands.
Cendant's three national real estate franchises have committed to develop a
series of cross-marketing and advertising programs with Homestore.com's family
of Web sites (including REALTOR.com(R)), including an agreement to include the
REALTOR.com(R) URL in a minimum of 50 percent of the three franchises' offline
advertising campaigns.
Finally, Homestore.com will acquire all rights to Welcome Wagon(R), the widely
recognized direct marketing program that introduces participating neighborhood
retailers and their services to new homeowners. Homestore.com plans to leverage
the brand equity of the 72-year-old company to expand and enrich Homestore.com's
local retail e-commerce business strategies. Welcome Wagon represents a network
of more than 35,000 merchants and reaches 1.8 million new homeowners annually.
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About Homestore.com, Inc.
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Homestore.com, Inc. (Nasdaq: HOMS) is the leading network of sites on the
Internet for home and real estate-related information, products and services.
Homestore.com, Inc.'s family of Web sites includes the Homestore.com(TM),
Realtor.com(R), HomeBuilder.com(TM), SpringStreet.com(TM) and HomeFair.com(TM)
Web sites. Consumers can view over 1.4 million new and existing homes for sale
and find broker and agent services on Realtor.com(R), the official Internet site
of the National Association of Realtors(R). Consumers searching for new homes
can find more than 130,000 models, new homes and built-to-suit plans on
HomeBuilder.com(TM), the official new homes site of the National Association of
Home Builders. Consumers interested in renting an apartment will find listing
information from more than 45,000 properties in more than 6,000 cities on
SpringStreet.com(TM). Homestore.com's(TM) remodeling area covers home
improvement needs for both consumers and remodeling professionals. Comprehensive
moving and relocation information on the Internet is available from
HomeFair.com(TM). Other subsidiaries of Homestore.com, Inc. include WyldFyre
Technologies, the leading developer of software used to access Multiple Listing
Service data and property photos; Top Producer Systems, North America's #1-
selling provider of leads management and marketing software for real estate
professionals; and The Hessel Group, the leading provider of technology-driven
solutions and services to the relocation industry. Homestore.com(TM) also has
content distribution relationships with America Online; Excite @Home, Netscape
and Go Network/Infoseek.
About move.com
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Move.com is Cendant's relocation, real estate and home-related services portal.
It integrates and enhances the offline and on-line efforts of Cendant's CENTURY
21(R), COLDWELL BANKER(R) and ERA(R) residential real estate brands; its other
Web sites including Rent Net, House Net, Senior Housing Net, and Self
Storage.Net; and Cendant's other real estate business units including Cendant
Mobility, Cendant Mortgage, National Home Connections and Welcome Wagon.
Move.com draws upon the capabilities and existing infrastructure of Cendant's
lines of business and other selected partners to assist customers with virtually
everything they need before, during and after their move. Built upon the
success of Rent Net's online apartment guide business model, move.com has
distribution agreements with Internet market leaders, including
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Alta Vista, About.com, Yahoo, AOL, Excite, and Ask Jeeves. Move.com is
headquartered in San Francisco, CA.
About Cendant Corporation
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Cendant Corporation is a global provider of real estate, travel and direct
marketing related consumer and business services. The Company's core
competencies include building franchise systems, providing outsourcing solutions
and direct marketing. As a franchiser, Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies, and
tax preparation services. The Company's real estate-related operations also
include Move.com Group, Cendant's relocation, real estate and home-related
services portal on the Internet. As a provider of outsourcing solutions, Cendant
is a major provider of mortgage services to consumers, the global leader in
employee relocation, and the world's largest vacation exchange service. In
direct marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is pursuing a convergence strategy for the Company's off-
line and online businesses. Other business units include NCP, the UK's largest
private car park operator, and Wizcom, an information technology services
provider. Headquartered in New York, NY, the Company has approximately 28,000
employees and operates in over 100 countries.
Statements about future results made in this release relating to Cendant
Corporation may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
current expectations and the current economic environment. Cendant cautions
that these statements are not guarantees of future performance. They involve a
number of risks and uncertainties that are difficult to predict including the
outcome of litigation. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Important assumptions
and other important factors that could cause actual results to differ materially
from those in the forward-looking statements are specified in Cendant's Form 10-
K for the year ended December 31, 1999.
This press release contains forward-looking statements relating to
Homestore.com that are subject to material risks and uncertainties. Actual
results may differ materially and reported results should not be considered as
an indicator of future performance. Risks and uncertainties that may affect
Homestore.com's future results include, but are not limited to, the following;
the fulfillment of conditions to complete the transaction, including regulatory
and Homestore.com stockholder approval; the costs incurred to complete the
transaction; the combined company's competitive performance; potential
difficulties or unexpected costs in integrating the companies, their product and
service offerings and infrastructure; the ability of the combined company to
achieve anticipated synergies and operating efficiencies; whether the
transaction will be accretive to the company's earnings; the continued
employment of the combined entity's employees; potential difficulties in
maintaining and enhancing continued working relationships with strategic
partners, customers, real estate professionals and other constituencies in the
real estate professional community; the continued development of product and
service offerings of the combined company; Homestore.com's
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ability to maintain and manage favorable agreements and relationships with the
National Association of Realtors, the National Association of Home Builders and
Internet portals; Homestore.com's ability to continue to obtain a large
percentage of available real estate property listings; Homestore.com's ability
to obtain such listings on an exclusive basis; Homestore.com's ability to manage
rapid growth, both internally and through acquisitions; changes in the real
estate markets; seasonality and other fluctuations in Homestore.com's financial
results, Homestore.com's ability to maintain high reliability for its server-
based web services; and uncertainty as to the timing and amount of future
Internet-related revenue and profits. For a detailed discussion of the above,
and other, cautionary statements, especially statements relating to the
transaction, please refer to the Homestore.com proxy statement to be filed by
Homestore.com as described below, as well as risks and uncertainties described
from time to time in Homestore.com's filings with the Securities and Exchange
Commission (SEC). In particular, see "Risk Factors" in the final prospectus
included in Homestore.com's registration statement declared effective by the SEC
on January 26, 2000 and also see Homestore.com's Annual Report on Form 10-K for
the year ended December 31, 1999. Homestore.com assumes no duty to update the
information in this press release if any forward-looking statement later turns
out to be inaccurate.
In connection with this transaction, Homestore.com will be filing a proxy
statement with the Securities and Exchange Commission. SECURITY HOLDERS OF
HOMESTORE.COM ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION REGARDING THIS BUSINESS COMBINATION. Investors and
security holders may obtain a free copy of the proxy statement when it becomes
available at the SEC's website at www.sec.gov, as well as from the Homestore.com
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contacts listed at the beginning of this press release. Homestore.com and its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from Homestore.com's stockholders with respect to the
transactions contemplated by the merger agreement described in this press
release. Homestore.com's executive officers and directors include: Michael A.
Buckman, M. Jeffrey Charney, John M. Giesecke, Jr., Catherine Kwong Giffen,
David M. Rosenblatt, Joe Shew, Peter B. Tafeen, Stuart H. Wolff, Ph.D., John
Doerr, Joe Hanauer, Richard Janssen, William Kelvie, and Ken Klein.
Information regarding the beneficial ownership of shares of the company's common
stock by such participants, and other interests of such executive officers and
directors, is included in Homestore.com's proxy statement for its 2000 annual
meeting of stockholders filed with the Securities and Exchange Commission on
March 10, 2000. This document is available free of charge at the SEC's web site
at www.sec.gov , as well as from the Homestore.com contacts listed at the
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beginning of this press release. Stockholders may obtain additional information
regarding the interests of such participants by reading the proxy statement when
it becomes available.
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