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Trulia to Acquire Market Leader, Securities Litigation Firm Investigating Sale for Shareholders

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acquisition_puzzle_piecesTrulia, Inc., a leading online marketplace for homebuyers, sellers, renters and real estate professionals, has announced that it has entered into a definitive agreement to acquire Market Leader, Inc., a leading provider of Software as a Service (SaaS)-based customer relationship management (CRM) software for the real estate sector, for approximately $355 million, or an implied price of $11.33 per share (based on Trulia’s closing share price on Tuesday, May 7, 2013).

Market Leader’s shareholders will receive $6.00 in cash and 0.1553 shares of Trulia’s common stock for each share of Market Leader common stock under the terms of the agreement that was unanimously approved by the boards of directors of both companies. The purchase price represents an 18% premium to Market Leader’s closing share price of $9.61 on Tuesday, May 7, 2013.

“Our acquisition of Market Leader will create unprecedented value for our customer base while also accelerating our growth,” said Pete Flint, chief executive officer of Trulia. “Marrying our 31 million–and increasing–monthly unique visitors with Market Leader’s robust offerings and extensive partnerships with leading real estate franchisors and brokerages creates a company that will play an even more integral role driving value to the real estate industry. Together, we will help brokerages and franchisors enhance the productivity of their agents by offering them the most comprehensive, end-to-end solution via web and mobile devices. Our combined platform also will enable agents to increase their follow-up capabilities, engagement with clients and the return on investment on their leads.”

As the acquisition was announced it was also reported that former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor, LLP are investigating the sale for shareholders.

The investigation centers on whether Market Leader’s shareholders are receiving adequate compensation for their shares in the proposed deal, whether the transaction undervalues Market Leader’s stock, and whether Market Leader’s board attempted to obtain the highest share price for all shareholders prior to agreeing to the deal.

According to shareholder rights attorney Willie Briscoe, “Due to the nature of a blended cash and stock transaction, the size of the deal, the lack of a significant premium and other factors, we believe this transaction may undervalue Market Leader’s stock. Our proposed lawsuit will seek to obtain the highest share price for all shareholders.”

Market Leader partners with major real estate brokerages and franchisors to help their agents build their personal reputations, manage their leads, and ultimately convert those leads into closings. According to the company, Market Leader is a rapidly growing company and its products are complementary to those offered by Trulia.

“Market Leader has great products for agents, brokerage companies, and franchise organizations and is an excellent strategic fit for Trulia,” said Flint. “Market Leader stands alone as a clear leader in the highly fragmented real estate software sector. The company has an existing and proven revenue stream that grew approximately 32% in 2012, the second consecutive year of growth of over 30%. The combination also offers numerous opportunities to cross-promote the two companies’ products, deliver integrated products and services, and leverage complementary sales teams and processes. We are also executing this acquisition at what we view as an attractive valuation for both companies’ shareholders, while retaining sufficient financial capacity to pursue additional growth initiatives.”

Comments on Trulia’s Industry Blog were mixed Wednesday. Katerina Gasset, owner and CEO of Coach Katerina, a business consulting company in Wellington, Florida posted, “Not happy about this. I love Market Leader and train companies to efficiently use Market Leader. It is the best tool for CRM and lead funneling. So for Trulia who is one of the “big 4,” a top competitor of us small independent brokerages in SEO and in prices of PPC—this is very disheartening. I don’t like providing funds to my online competitors. Trulia does not wish for an even playing field in the SERPS space and we who use SEO as our main source of lead generation have to work harder and spend more money to keep Trulia off page one for our “money terms.”

Loreena Yeo, a REALTOR® in Frisco, Texas commented, “Unfortunately businesses get bought and sold every day. In the end, it’s about the bottom line. I’m doubtful Trulia really cares about how we compete. Fairness in the marketplace? Nah. We, the business owners can only control how we treat others. In honesty and in fairness.”

The official release from Trulia states that the transaction will result in a combined platform that creates value for the entire real estate market, from consumers to brokerages, agents and franchisors.

Benefits for Franchisors and Brokerages:

• Today, Market Leader and Trulia each have deep partnerships with hundreds of real estate brokerages and franchisors. Market Leader’s SaaS solution allows franchisors and brokerages to provide leading-edge productivity and daily workflow tools to their agents, while Trulia’s broker and franchisor partnerships help agents close more business by promoting their listings and generating leads from Trulia’s transaction-ready consumer audience.

Benefits for Real Estate Agents:

• Real estate agents will now benefit from the industry’s first end-to-end solution. As the Trulia and Market Leader products integrate over time following the acquisition, agents will have unmatched data, combined with leading edge tools for working with consumers to help them find the home of their dreams. Agents that use the combined platform will realize that every lead will become more valuable and the agent will have greater visibility into the value of the lead.

Benefits for Consumers:

• Real estate consumers will benefit from improved responsiveness and better service from the agents with whom they work. Trulia anticipates that increased agent responsiveness will result in more consumer delight on Trulia’s web and mobile properties.

“Attracting buyers and sellers and servicing them from research to closing in today’s market requires agents to have the most comprehensive end-to-end solution available on the web and mobile,” said Market Leader President and Chief Executive Officer Ian Morris. “Market Leader and Trulia have highly complementary offerings and cultures and we believe this combination will be a big win for our customers, our employees, and our shareholders. The Market Leader team and I are excited to join Trulia and jointly pursue the many growth opportunities before us.”

The acquisition is subject to the approval of the holders of a majority of the shares of Market Leader’s common stock, as well as customary closing conditions, including regulatory approvals. The transaction is expected to be completed during the third quarter of 2013. J.P. Morgan is acting as the exclusive financial advisor to Trulia and Wilson Sonsini Goodrich & Rosati is serving as legal counsel. GCA Savvian Advisors, LLC is acting as the exclusive financial advisor to Market Leader, with Perkins Coie LLP serving as legal counsel.

The combined company will be headquartered in San Francisco, CA, with the Market Leader offices in Kirkland, WA continuing to be innovation and sales hubs for SaaS-based CRM. Market Leader will operate as a wholly-owned subsidiary of Trulia.

Conference Call Details

Trulia held a conference call Wednesday to discuss its planned acquisition of Market Leader. Pete Flint, Chief Executive Officer, and Sean Aggarwal, Chief Financial Officer, hosted the call. A recorded replay of the webcast will be available on the Trulia Investor Relations website for one year. A telephone replay of the call will be available at 888-286-8010, or internationally at 617-801-6888, using passcode 49268308, until May 15, 2013.

To learn more, visit Trulia’s industry blog here. For more information on Market Leader visit www.MarketLeader.com.

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