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

 

 

MOVE, INC.

(Name of Subject Company)

 

 

MOVE, INC.

(Name of Person Filing Statement)

 

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

62458M207

(CUSIP Number of Class of Securities)

Steven H. Berkowitz

Chief Executive Officer

Move, Inc.

10 Almaden Blvd, Suite 800

San Jose, California

(408) 558-7100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Jennifer Fonner Fitchen, Esq.

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

 

 

 

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

 

 

 

On September 30, 2014, Move, Inc. (“Move”) and News Corporation (“Parent”) issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Magpie Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) will commence a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of Move common stock for $21.00 per share in cash, without interest. If successful, the Offer will be followed by a merger of Merger Sub with and into Move (the “Merger”).

This Schedule 14D-9 filing consists of the following documents related to the proposed Offer and Merger:

 

(i) Joint Press Release of Move and Parent, dated September 30, 2014 (Exhibit 99.1);

 

(ii) Transaction Talking Points/ Frequently Asked Questions, first used on September 30, 2014 (Exhibit 99.2);

 

(iii) Sales and Service Talking Points, first used on September 30, 2014 (Exhibit 99.3);

 

(iv) Email sent to employees of Move, first used on September 30, 2014 (Exhibit 99.4); and

 

(v) Letter to the industry, first used on September 30, 2014 (Exhibit 99.5).

The information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form 8-K filed by Move on September 30, 2014 (including all exhibits attached thereto) is incorporated herein by reference.

NOTICE TO INVESTORS ABOUT THE OFFER: This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Move’s common stock described in this Schedule 14D-9C has not commenced. At the time the tender offer is commenced, Parent will file or cause to be filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) and Move will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Move’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENTS: Statements included in this Schedule 14D-9C that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Move’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Move’s actual future results may differ materially from Move’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Move’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Move, including the risks detailed under “Risk Factors” and elsewhere in Move’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Move in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Move undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.

Exhibit Index

 

Exhibit
Number

   

Description

99.1    Joint Press Release of Move and Parent, dated September 30, 2014
99.2    Transaction Talking Points/Frequently Asked Questions, first used on September 30, 2014
99.3    Sales and Service Talking Points, first used on September 30, 2014
99.4    Email sent to employees of Move, first used on September 30, 2014
99.5    Letter to the industry, first used on September 30, 2014


Exhibit 99.1

News Corp To Acquire Move, Inc.

Will become a leading player in rapidly growing

US online real estate sector

Move to benefit from News Corp’s scale and reach

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 sites1.

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 providers2.

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 industry4. 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 EBITDA5, 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 views6) 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 20187. 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.

####

Conference Call for Analysts and Media

News Corp will host a call with analysts and media to discuss the proposed acquisition at 8:30 a.m. EDT (Sydney: 10:30 p.m. AEST), September 30, 2014. Reporters are invited to join the call on a listen-only basis.

A live audio webcast of the call will be available via: http://investors.newscorp.com.

The call can also be accessed by dialing:

US Participants: 1-800-967-7188

Non-US Participants: 1-719-325-2138

Passcode: 6791228

A replay will be available approximately three hours following the conclusion of the call and for 10 business days thereafter by dialing:

US Participants: 1-888-203-1112

Non-US Participants: 1-719-457-0820

Passcode: 6791228

Forward- Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of News Corporation (“News Corp”) and Move. The forward-looking statements in this document address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the proposed acquisition, including integration plans and expected synergies. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that Move’s business will not be successfully integrated with News Corp’s business; matters arising in connection with the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to News Corp’s overall business, including those more fully described in News Corp’s filings with the U.S. Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended June 30, 2014, and its quarterly reports filed on Form 10-Q for the current fiscal year, and Move’s overall business and financial condition, including those more fully described in Move’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2013, and its quarterly reports filed on Form 10-Q for the current fiscal year. The forward-looking statements in this document speak only as of this date. We expressly disclaim any current intention to update or revise any forward-looking statements contained in this document to reflect any change of expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based, in whole or in part.

Additional Information Regarding the Proposed Transaction

This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. No tender offer for the shares of Move has commenced at this time. In connection with the proposed transaction, News Corp intends to file tender offer documents with the SEC. Any definitive tender offer documents will be mailed to shareholders of Move. INVESTORS AND SECURITY HOLDERS OF MOVE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by News Corp through the SEC website at http://www.sec.gov or through the News Corp website at http://investors.newscorp.com.

About News Corp

News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, cable network programming in Australia, digital real estate services, book publishing, digital education, and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

About Move, Inc.

Move, Inc. (NASDAQ: MOVE), a leading provider of online real estate services, operates realtor.com®, which connects people to the essential, accurate information needed to identify their perfect home and to the REALTORS® whose expertise guides consumers through buying and selling. As the official website for the National Association of REALTORS®, realtor.com® empowers consumers to make smart home buying, selling and renting decisions by leveraging its direct, real-time connections with more than 800 multiple listing services (MLS) via all types of computers, tablets and smart telephones. Realtor.com® is where home happens. Move is based in the heart of the Silicon Valley — San Jose, CA. REALTOR® and REALTOR.COM® are trademarks of the National Association of REALTORS® and are used with its permission.

About REA Group

REA Group Limited ACN 068 349 066 (ASX:REA) is a leading digital advertising business specialising in property. REA Group operates Australia’s No.1 residential and commercial property websites, realestate.com.au and realcommercial.com.au, as well as the market-leading Italian property site, casa.it, squarefoot.com.hk in Hong Kong, myfun.com in China and other property sites and apps across Europe. www.rea-group.com.

Contact:

Jim Kennedy, Chief Communications Officer, News Corp

jkennedy@newscorp.com

@jimkennedy250

212-416-4064

Mike Florin, SVP, Head of Investor Relations, News Corp

mflorin@newscorp.com

212-416-3248

Christie Farrell, Director of Corporate Communications, Move, Inc.

Christie.farrell@move.com

408-558-7115

Jennifer Parker, Senior Communications Manager, REA Group

jennifer.parker@rea-group.com

+61 427 900 4020400

David Greer, Vice President,

Media and Consumer Communications, the National Association of Realtors®

dgreer@realtors.org

202-383-1128 (o)

202-997-8897 (m)

 

 

1  Move, Inc. Internal data (August 2014).
2  Borrell Associates (August 27, 2014).
3  Move, Inc. Internal data (August 2014).
4  PAA Research Independent Study.
5  Adjusted EBITDA excludes stock-based compensation.
6  Adobe Omniture, for the year ended June 30, 2014.
7  2013 Demand Institute Housing & Community Survey.


Exhibit 99.2

Master FAQ

STRATEGIC/COMMERCIAL

Q. Who is News Corp?

A. In 2013, News Corporation separated into two distinct publicly traded companies, News Corp and 21st Century Fox (home to a portfolio of cable, broadcast, film, pay TV and satellite news, sports and entertainment assets).

The “new” News Corp is today one of the world’s leading media and information services companies, comprised of news, book publishing, digital real estate, digital education and integrated marketing businesses. It is home to such iconic brands as Dow Jones, The Wall Street Journal, Barron’s, the New York Post, The Australian and HarperCollins Publishing, as well as The Times, Sunday Times and The Sun in the UK. News Corp also has a 61.6% stake in the REA Group LTD (“REA”), which operates the leading Australian residential property website, realestate.com.au. News Corp’s Chief Executive is Robert Thomson, and the Executive Chairman is Rupert Murdoch.

Q. Is this a merger, acquisition, joint venture?

A. This is an acquisition by News Corp. We will be an operating business of News Corp, and Move will continue to be headquartered in San Jose.

Q. When is it expected to close?

A. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close by the end of the 2014 calendar year.

Q. What is the value of the acquisition?

A. Under the agreement, News Corp will pay $21 per share for Move’s stock (or approximately $950 million, net of our existing cash balance). This represents a premium of 43 percent over Move’s five-day moving average stock price as of September 29, 2014.

Q. Why is this good for Move?

A. Some of the significant benefits of the deal for Move include:

 

  •   The ability to leverage the News Corp platforms to significantly grow traffic and reach. News Corp’s robust media platform includes properties such as the WSJ digital network with approximately 500 million average monthly page views and News America Marketing, which reaches nearly 74 million U.S. households.

 

  •   Increased sales and marketing investment to drive higher brand awareness and traffic.

 

  •   Cross-platform promotional opportunities.

 

  •   Improved product innovation that leverages News Corp’s real estate and digital expertise.

We share with News Corp a belief that the right partnerships add up to more than the sum of their parts. They are excited to partner with our thought leaders in technology, product and marketing so that we collectively leverage our best talent, insights and ideas.

Q. Why is this good for News Corp?

A. News Corp sees the acquisition of Move as a further contribution to their digital transformation and global growth, as well as an opportunity to build on their existing real estate expertise to make online real estate an even more powerful pillar within their portfolio. Move joins News Corp’s real estate assets such as the Wall Street Journal’s popular Mansion section and The REA Group, which is the #1 digital real estate company in Australia. News Corp also has experience in real estate through its other popular newspapers in the US, the UK and Australia.

Q. The press release says REA is buying a stake in Move. What does that mean?

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

Move will be an operating business of News Corp.

Q. Does this change Move’s mission and focus?

A. No, it does not. It makes more resources available to us in service of our mission and focus. We will continue to provide people with the content, tools and professional expertise they need to find their perfect home. We will continue to support and promote the real estate professional as a vital component of the real estate experience and we will continue to be the industry’s leading partner in online real estate services. We are excited to add tools, resources and reach to the effort. News Corp believes we can and will be the most successful real estate site in the U.S.

Through realtor.com®, the NAR and Move wrote the book on online real estate. Partnering with News Corp will give all the Move companies access to more resources, content and media assets that will contribute to achieving our goals more quickly.

Q. Will News Corp be investing in us?

A. News Corp has worked on a business plan focused on growth and investment opportunities intended to build on Move’s success over the years. As part of this, we will develop a forward-looking business plan in partnership with the News Corp leadership team that is focused on accelerating revenue and share growth across our businesses.

Q. Is the NAR supportive of this change?

A. Yes, the NAR is highly supportive of the change and enthusiastic about the opportunity that lies ahead.

LEADERSHIP

Q. Will our current leadership remain intact or change?

A. News Corp is focused on building a successful partnership with Move and values the leadership team. The Move leadership team is well respected and has done an excellent job of positioning the business for future growth. They will continue to be focused on execution, growth and strategy in the evolving online real estate marketplace. As has always been the case, any future changes that occur will be an outcome of what Move needs to accomplish its objectives.

INDUSTRY

Q. Was this acquisition driven by the recent announcement of Zillow acquiring Trulia?

A. No. The dialogue with News Corp predates the announcement of the Zillow/Trulia merger. We believe this acquisition is in the best interests of our customers, employees and shareholders.

Q. Will there be any changes to the relationship between Move and the NAR?

A. No. The NAR has endorsed the acquisition agreement, and looks forward to continuing the relationship.

Q. Does the acquisition change the contractual requirements between brokers, MLSs, franchises and Move, Inc.

A. No. There are no changes in regards to such agreements.

INTERNAL INTEGRATION

Q. What happens now?

A. 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.

There will be some internal activities focused on bringing the transaction to close but for the majority of us, we will continue to focus on bringing value to the business through innovation, accountability and execution.

Q. What systems, policies and processes will change?

A. The big picture is that we will be an operating business of News Corp, working independently as other News Corp businesses do, with new opportunities to collaborate with those businesses to further our mutual goals.

Over the course of the next 12 months we will work in partnership with News Corp to execute against our business strategy and determine where there may be opportunities for revenue growth and synergy.

Q. How should we communicate to clients, vendors, customers etc.?

A. There are 3 key messages that are important to share

 

  •   News Corp shares our values about quality of content and the indispensable role of the professional in the real estate experience. They are acquiring us with an eye toward positioning Move as the dominant player in online real estate services in the U.S.

 

  •   Combining News Corp’s extensive resources with the unique value of our content and relationships will create a multiplier effect that will drive significant growth in traffic and reach, benefiting our customers, consumers and the industry alike.

 

  •   Our mission remains constant. We provide people with the content, tools and professional expertise they need to find their perfect home and work tirelessly to ensure that the real estate professional remains indispensably connected to the process of buying and selling homes.

Q. How should we communicate to the press?

A. If you are contacted by the media, we ask that you forward any inquiries to:

Christie Farrell

Director of Corporate Communications

408-558-7115

christie.farrell@move.com

INDIVIDUAL IMPACT

Q. What will happen to my job/benefits/compensation? Will there be reductions in force?

A. News Corp values our people and is looking forward to working with the team. As always, we will continue to evaluate our business needs and make those changes that contribute to results. The talent market remains competitive and we will continue to be committed to hiring and retaining the team that will make us successful.

Q. What will happen to my stock options or restricted shares?

A. Stock options and unvested restricted shares held by current employees will be converted into options to acquire, or restricted shares of (as applicable), News Corp stock at the time the transaction closes and you will continue to vest subject to all the routine terms and conditions of the awards. Any shares you own (either vested restricted stock awards or shares you purchased on the market or through the exercise of your stock options) may be tendered for cash.

Notice to Investors

The Offer described in this FAQ has not yet commenced. This FAQ is not an offer to buy nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Move’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that News Corp intends to file with the SEC. In addition, Move will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Move on Schedule 14D-9 and related materials with respect to the tender offer and the merger free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Move under the “Investors Relations” tab at the bottom of the page of Move’s website at www.move.com.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF MOVE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-looking statements

Statements included in this FAQ that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Move’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Move’s actual future results may differ materially from Move’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Move’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Move, including the risks detailed under “Risk Factors” and elsewhere in Move’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Move in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Move undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.



Exhibit 99.3

Sales and Service Talking Points

Let me tell you why this is good for you the customer, the consumer and Move, Inc.

 

  1. Combining the assets of Move and News Corp will result in broad and substantial benefits for home buyers and home sellers, agents and brokers, and organized real estate in general. Specifically, the combination will deliver:

 

  •   Broadened reach for Move through News Corp’s robust media platform, which includes properties such as the WSJ digital network with approximately 500 million average monthly page views and News America Marketing, which represents nearly 74 million U.S. households.

 

  •   Increased sales and marketing investment to drive higher brand awareness and traffic.

 

  •   Cross-platform promotional opportunities.

 

  •   Improved product innovation that leverages News Corp’s real estate and digital expertise.

 

  •   Increased traffic and time on site with high quality News Corp content

 

  •   As part of News Corp, we will have access to resources, content and media assets that will enable us to more rapidly achieve our potential.

 

  2. As a business, News Corp believes deeply in content – and the sanctity of high quality content. They believe real estate is a great content opportunity – and they know the real estate space. They believe Move is well positioned to be a big winner in the real estate market – and they intend to invest in our business. News Corp also has a 61.6% stake in the REA Group Limited (“REA”), which operates the leading Australian residential property website, realestate.com.au.

 

  3. News Corp values our people. Move will be operated as a stand-alone business unit, headquartered in San Jose. Today and in the future we will provide people with the content, tools and professional expertise they need to find their perfect home, and we will work tirelessly to ensure the real estate professional remains a vital component of the real estate experience. Our relationship with the industry is unchanged, though we will have a new parent company intent on providing the tools, resources and reach we need to compete vigorously – and to lead.

Notice to Investors

The Offer described in this sales and service talking points document has not yet commenced. This document is neither an offer to buy nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Move’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that News Corp intends to file with the SEC. In addition, Move will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Move on Schedule 14D-9 and related materials with respect to the tender offer and the merger free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Move under the “Investors Relations” tab at the bottom of the page of Move’s website at www.move.com.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF MOVE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-looking statements

Statements included in this FAQ that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Move’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Move’s actual future results may differ materially from Move’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Move’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Move, including the risks detailed under “Risk Factors” and elsewhere in Move’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Move in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Move undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.



Exhibit 99.4

To all of my colleagues at Move –

While most of you on the West Coast were likely still asleep this morning, an announcement was made in New York detailing a definitive agreement for Move, Inc. to be acquired by the global media and information services company News Corp. Here is a link to the press release detailing the agreement, which marks a historic juncture for our company and positions us to serve the marketplace in even bigger and better ways. http://newscorp.com/2014/09/30/news-corp-to-acquire-move-inc-2/

The proposed acquisition has been enthusiastically endorsed by our Board of Directors and has the full backing of the National Association of Realtors. Under the agreement, News Corp will pay $21 per share for Move’s stock (or approximately $950 million, net of our existing cash balance). It intends to commence a tender offer for all of our shares within the next two weeks. REA Group Limited (REA), which is 61.6 percent owned by News Corp and is the operator of the leading residential property website in Australia, realestate.com.au, plans to hold a 20 percent stake in Move with 80 percent held by News Corp.

We expect the transaction to be finalized before the end of the year.

If you aren’t familiar with News Corp, here’s some helpful background: In 2013, News Corporation separated into two distinct publicly traded companies, News Corp and 21st Century Fox (home to a portfolio of cable, broadcast, film, pay TV and satellite news, sports and entertainment assets).

The “new” News Corp is today one of the world’s leading media and information services companies, comprised of news, book publishing, digital real estate, digital education and integrated marketing businesses. It is home to such iconic brands as Dow Jones, The Wall Street Journal, Barron’s, the New York Post, The Australian and HarperCollins Publishing, as well as The Times, Sunday Times and The Sun in the UK. News Corp’s Chief Executive is Robert Thomson, and the Executive Chairman is Rupert Murdoch.

As a business, News Corp believes deeply in content – and the sanctity of high quality content. They believe real estate is a great content opportunity – and they know the real estate space. They believe Move is well positioned to be a big winner in the real estate market – and they intend to invest in our business.

These are the reasons the acquisition makes so much sense for our company, our employees, our customers and our shareholders.

As you digest today’s announcement, there are a few things I want you to keep in mind – in fact, in the forefront of your thinking. First, News Corp values our people and intends for Move to be an operating business of News Corp, with our headquarters continuing to be in San Jose. Second, our mission is intact. Today and in the future we will provide people with the content, tools and professional expertise they need to find their perfect home, and we will work tirelessly to ensure the real estate professional remains a vital component of the real estate experience. Third, our partnership with the industry remains strong, though we will have a new parent company intent on providing the tools, resources and reach we need to compete vigorously – and to lead.

Finally, what we must do to be successful remains the same. We must be competitive. We must be innovative. We must be responsive. And we must be accountable.

You will no doubt have many questions this morning and in the coming days. The first and most logical question is – “What does all of this mean for me?” I will be hosting an all-hands conference call later this morning to discuss the transaction and to anticipate and answer as many of your questions as I can at this point. Please watch your calendars for the invitation. In addition, our executive team is all available to field questions and provide as much information as they can today and in the days ahead.

I look forward to speaking with all of you in a few hours – and I look forward to working with you in the days ahead to close the transaction and usher in a new era for Move. Thank you as always for your dedication and your passion for our business.

Steve

Notice to Investors

The Offer described in this email has not yet commenced. This email is neither an offer to buy nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Move’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that News Corp intends to file with the SEC. In addition, Move will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Move on Schedule 14D-9 and related materials with respect to the tender offer and the merger free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Move under the “Investors Relations” tab at the bottom of the page of Move’s website at www.move.com.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF MOVE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-looking statements

Statements included in this email that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Move’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Move’s actual future results may differ materially from Move’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Move’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Move, including the risks detailed under “Risk Factors” and elsewhere in Move’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Move in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Move undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.



Exhibit 99.5

To all of our customers, partners and colleagues –

Early today, the announcement of a definitive agreement for Move, Inc. to be acquired by the global media and information services company News Corp was made in New York. This is a historic moment for our company, which began its public life in 1999 as Homestore.com, Inc. and today accounts for more than 3.7 million homes listed for sale on our websites and apps and attracts nearly 35 million unique monthly visitors.

We have been in discussions with News Corp for some time now about the unique value and potential of realtor.com® and our leading brand assets, including ListHub™, TopProducer®, TigerLead® and FiveStreetSM, as well as our leading online destinations in the moving and rentals spaces. News Corp sees the same potential we do – and we could not be more pleased to consummate today’s agreement, which carries the full support of the National Association of REALTORS® (NAR).

The significance of this acquisition for the industry is embodied in the specific and tangible benefits to Move and its constituents, in the shared values between Move and News Corp, and in the continuation of the mission that has led to our success thus far and will continue to drive us in the months and years ahead.

Substantial benefits

Combining the assets of Move and News Corp will result in broad and substantial benefits for home buyers and home sellers, agents and brokers, and organized real estate in general. Specifically, the combination will deliver:

 

  •   Broadened reach for Move through News Corp’s robust media platform, including the WSJ Digital Network (which accounts for approximately 500 million average monthly page views) and News America Marketing (which reaches nearly 74 million U.S. households)

 

  •   Increased sales and marketing support to drive higher brand awareness and traffic

 

  •   Cross-platform promotional opportunities

 

  •   Improved product innovation that leverages News Corp’s real estate and digital expertise

 

  •   Increased traffic and time on site with high quality News Corp content

In 2013, News Corporation separated into two distinct, publicly traded companies – News Corp and 21st Century Fox (which is home to Twentieth Century Fox Film, Fox Television, Fox News Channel and other broadcasting and entertainment businesses).

Shared values

The “new” News Corp is today one of the world’s leading media and information services companies, comprised of news, book publishing, digital real estate, digital education and integrated marketing businesses. It is home to such iconic brands as Dow Jones, The Wall Street Journal, Barron’s, the New York Post, The Australian and HarperCollins Publishing, as well as The Times, Sunday Times and The Sun in the UK. News Corp also has a 61.6% stake in the REA Group Limited (REA), which operates the leading Australian residential property website, realestate.com.au. REA plans to hold a 20% stake in Move, with 80% held by News Corp.

Many of the companies in the online real estate space have a demonstrated interest in participating in the fee and commission structure of real estate transactions. In contrast, News Corp’s focus on media and information services provides consumers and real estate professionals with accurate and timely information. Additionally, News Corp knows real estate. They have strong and long-standing relationships with the industry and enter into this agreement with a deep commitment to partnering with the NAR and Realtors. News Corp believes that real estate professionals – the more than one million Realtors, brokers, agents and MLS operators who form the backbone of our industry – remain vital to a great real estate experience.

News Corp also believes that Move’s standing in the marketplace – as the source of the biggest, best and most accurate inventory of homes for sale and rent – as well as our partnership with the NAR differentiate our business and uniquely position us to lead the industry.

Continuing the mission

Most companies launch Internet strategies to disrupt conventional business practices – sometimes for the better and sometimes for the worse. Recognizing the impact the Internet might have on real estate information, the NAR had the foresight some 16 years ago to reinvent how consumers gain access to property information. The belief was that if consumers sought real estate information online, it should come from the best source of information – Realtors – versus others who would simply add cost and complexity to real estate transactions.

Through realtor.com® the NAR and Move wrote the book on how online real estate should function. Now, as part of News Corp, we will have access to resources, content and media assets that will enable us to more rapidly achieve our potential.

As we leverage these considerable new assets, our mission and our focus remain constant. Today and in the future, we will provide people with the content, tools and professional expertise they need to find their perfect home and work tirelessly to ensure that the real estate professional remains indispensably connected to the process of buying and selling homes.

That means promoting the REALTOR® brand. Generating the best quality leads. Powering syndication through broker choice and control. And creating equal opportunity for all participants in the business. As part of News Corp, we will ensure that Move and all of our assets have the right tools, resources and reach to compete vigorously – and to lead.

We know we speak for all of us at Move in saying how enthusiastic we are to join News Corp – and in thanking you for your continued support of our people, products and services.

Continued success and best wishes.

 

Joe    Steve
Joe Hanauer    Steve Berkowitz
Chairman of the Board    Chief Executive Officer
Move, Inc.    Move, Inc.

Notice to Investors

The Offer described in this letter has not yet commenced. This letter is not an offer to buy or a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Move’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that News Corp intends to file with the SEC. In addition, Move will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Move on Schedule 14D-9 and related materials with respect to the tender offer and the merger free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Move under the “Investors Relations” tab at the bottom of the page of Move’s website at www.move.com.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF MOVE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-looking statements

Statements included in this letter that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Move’s current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Move’s actual future results may differ materially from Move’s current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of Move’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, customers, vendors and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Move, including the risks detailed under “Risk Factors” and elsewhere in Move’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Move in connection with the Offer. All forward-looking statements are qualified in their entirety by this cautionary statement and Move undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.

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