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Z > SEC Filings for Z > Form 8-K on 3-Sep-2014All Recent SEC Filings

Show all filings for ZILLOW INC

Form 8-K for ZILLOW INC


3-Sep-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On July 28, 2014, Zillow, Inc. ("Zillow"), Zebra Holdco, Inc., a newly formed holding company ("Holdco"), and Trulia, Inc. ("Trulia") entered into an Agreement and Plan of Merger pursuant to which, subject to the satisfaction or waiver of specified conditions, Zillow has agreed to acquire Trulia (the "Proposed Transaction").

On September 3, 2014, Zillow and Trulia issued a joint press release announcing receipt of a request for additional information and documentary material from the Federal Trade Commission (the "FTC") in connection with the FTC's review of the Proposed Transaction. A copy of the joint press release is filed as Exhibit 99.1 hereto, and the full text of such press release is incorporated herein by reference.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Zillow's proposed acquisition of Trulia. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "will," "projections," "estimate," or similar expressions constitute forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking statements. Factors that may contribute to such differences include, but are not limited to, the possibility that the transaction will not close, including, but not limited to, due to the failure to obtain shareholder approval or the failure to obtain governmental approval. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption "Risk Factors" in Zillow's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, under the caption "Risk Factors" in the Registration Statement on Form S-4 to be filed by Holdco at a future date, and in Zillow's other filings with the Securities and Exchange Commission, or SEC. Except as may be required by law, Zillow does not intend, nor undertake any duty, to update this information to reflect future events or circumstances.

Additional Information and Where to Find It

In connection with the Proposed Transaction, Zillow and Trulia will file a joint proxy statement/prospectus with the SEC, and the new holding company will file a Registration Statement on Form S-4 with the SEC. INVESTORS AND SECURITYHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (when they become available) and other documents filed by Zillow and Trulia at the SEC's web site at www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, from Zillow's website, www.zillow.com, under the heading "Investors" in the "About" tab or by contacting Zillow Investor Relations at
(206) 470-7137. These documents may also be obtained, without charge, from Trulia's website, www.trulia.com, under the tab "Investor Relations" or by contacting Trulia Investor Relations at (415) 400-7238.


Participants in Solicitation

The respective directors and executive officers of Zillow and Trulia and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Zillow's directors and executive officers is available in its proxy statement filed with the SEC by Zillow on April 17, 2014, and information regarding Trulia's directors and executive officers is available in its proxy statement filed with the SEC by Trulia on April 22, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                    Description

99.1         Joint press release dated September 3, 2014 entitled "Zillow, Trulia
             receive second request for information from FTC" issued by Zillow,
             Inc. on September 3, 2014.


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