Zillow-Trulia Deal Outline.Docx
WATER OUT OF TWO STONES MASTERS OF INTERNATIONAL BUSINESS EDWARD LEE DAVID ALDAMA SHU GAO I. Introduction In 2012, Zillow CEO Spencer Rascoff likened his newly launched business model to the task of getting water out of a stone1, a reference to his view of the industry’s trapped value and the evaporation of company profit despite persistent expenditure. After two years, several acquisitions, a significant capital raise, and consecutive years of earnings loss, Mr. Rascoff’s latest solution is to simply try to get water from another rock. Yet, the market has continued to favor the potential of Zillow and Trulia to profitably disrupt the real estate brokerage industry with Zillow trading at a market price of $108.73 per share as of Oct 31 close and Trulia moving in lockstep. We view this market expectation as fundamentally mispriced, principally due to their weak position relative to their clients, suppliers, and competitors. The growth story of Zillow and Trulia has been certainly noteworthy, but all good things must come to an end, some earlier than others. II. Deal Valuation Which company is getting the better deal and why? While every financial news pundit proclaimed Zillow’s acquisition of Trulia as a deal with a $3.5 billion price tag, the more relevant term to emphasize would have been the exchange ratio, fixed at 0.444 Zillow shares for one Trulia share. As a stock-only transaction, the sole compensation for Trulia shareholders will be 0.444 shares of Zillow for each share of Trulia once the transaction closes. 1 “CMLS question and Zillow answer”, YouTube 0:59 - https://www.youtube.com/watch?feature=player_embedded&v=mnwOcW53gK0 MASTERS OF INTERNATIONAL BUSINESS EDWARD LEE DAVID ALDAMA SHU GAO If we look at the stock prices of Zillow and Trulia, normalized as of October last year, there is a trend of divergence up until deal announcement at the end of July (see green-shaded areas in the exhibit below).
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