Realogy Corp. today announced that its shareholders approved the company’s acquisition by an affiliate of private-equity firm Apollo Management L.P. in a deal worth about $9 billion.
The company’s stock is expected to cease trading on the New York Stock Exchange on or about April 10, the company announced, when the deal is closed. The transaction is subject to other “customary conditions to closing,” the company announced.
In a U.S. Securities and Exchange document related to the proposed merger agreement, Realogy officials noted that the agreement was subject to regulatory review, including antitrust reviews.
In addition to the shareholders’ approval, the agreement provides that there cannot be an “order, injunction, decree or other legal restraint or prohibition preventing the consummation of the merger; and no governmental entity will have filed any action seeking to enjoin, restrain or otherwise prohibit the merger” in order for the deal to be finally approved.
Also, “any applicable waiting period (and any extension thereof) under (federal antitrust law) will have expired or been terminated, and approvals and authorizations from other applicable foreign antitrust authorities will have been granted.”
Several shareholder lawsuits were filed in the days after the Dec. 16 announcement about the proposed buyout, and litigation is ongoing. Separate groups of shareholder lawsuits were consolidated in Delaware Chancery Court and in New Jersey Superior Court, and Realogy earlier announced a tentative agreement to settle the group of New Jersey lawsuits, though that settlement hinges on court approval and dismissal of the Delaware lawsuits.
Realogy’s stock (NYSE: H) was trading at $29.74 per share as of 12:09 p.m. Eastern Time today, up 5 cents from the Thursday closing price. Upon the completion of the merger, owners of Realogy common stock are eligible to receive $30 in cash per share, without interest and less any applicable withholding taxes, according to the terms of the deal.
