Trulia, Inc. (NYSE:TRLA) entered into a definitive agreement to acquire Market Leader, Inc. (NasdaqGS:LEDR) from Continental Advisors, LLC and other sellers for approximately $310 million in cash and stock on May 7, 2013. Under the terms of the agreement, Trulia will pay $6 in cash and 0.1553 shares of Trulia’s common stock for each share of Market Leader common stock. Option holders will get the same consideration as common stock shareholders. Post acquisition, Market ... Leader will operate as a wholly-owned subsidiary of Trulia and the combined company will be headquartered in San Francisco with the Market Leader offices in Kirkland continuing to be innovation and sales hubs for SaaS-based CRM. In case of termination, Market Leader shall pay to Trulia, termination fees of $15 million. The transaction 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, the effectiveness under the Securities Act of 1933, as amended, of the Registration Statement on Form S-4 relating to the issuance of the shares of Trulia common stock issued in the including regulatory approvals and applicable waiting period under the HSR Act, approval of the shares issued by Trulia for listing on NYSE, approval of required third party consents and approval of dissenters’ rights. The transaction was unanimously approved by the Boards of Directors of Trulia and Market Leader. The transaction is expected to be completed during the third quarter of 2013. J.P. Morgan acted as the exclusive financial advisor and Rezwan D. Pavri and Michael S. Ringler of Wilson Sonsini Goodrich & Rosati acted as legal advisor to Trulia. GCA Savvian Advisors, LLC acted as financial advisor and Eric A. DeJong of Perkins Coie LLP acted as legal advisor to Market Leader.
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