Offer to Purchase for CashOffer to Purchase • October 15th, 2014 • News Corp • Newspapers: publishing or publishing & printing
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 30, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Move. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, Purchaser will be merged with and into Move (the “Merger”) as soon as practicable without a meeting of the stockholders of Move in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Move continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger and thereby becoming a wholly owned indirect subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Move or any of its subsidiaries or by Parent
