Realogy Holdings Corp. (NYSE: RLGY) (“Realogy”) announced today the completion of the tender offer by Realogy, through its indirect wholly-owned subsidiary, Honeycomb Acquisition, Inc., for all of the outstanding shares of common stock of ZipRealty, Inc. (NASDAQ: ZIPR) (“ZipRealty”) at a purchase price of $6.75 per share, net to the seller in cash, without interest and less any applicable withholding taxes. The tender offer expired at 5:00 p.m., New York City time, on August 13, 2014. As of the expiration of the tender offer, 17,576,436 shares of common stock of ZipRealty were validly tendered and not withdrawn (including 821,068 shares tendered by notice of guaranteed delivery). All of such shares have been accepted for payment in accordance with the terms of the tender offer. As a result of the tender offer, Realogy now beneficially owns, together with its subsidiaries, approximately 80.2 percent of the outstanding shares of ZipRealty.
Following the completion of the tender offer, Realogy exercised its “top-up” option, granted under the merger agreement with ZipRealty pursuant to which the tender offer was made, to purchase additional shares from ZipRealty, which allowed Realogy to complete and close the merger with, and acquisition of, ZipRealty yesterday without stockholder approval. Upon completion of the merger, ZipRealty will become an indirect wholly-owned subsidiary of Realogy. All outstanding shares of common stock of ZipRealty, other than shares held by Realogy, its subsidiaries, ZipRealty or ZipRealty’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $6.75 offer price per share, without interest thereon and less any applicable withholding taxes. In addition, upon completion of the merger today, the common stock of ZipRealty will cease to be traded on the NASDAQ Global Market.
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