Zillow, Inc. (NasdaqGS:Z) made a written non-binding proposal to acquire Trulia, Inc. (NYSE:TRLA) from the shareholders for $2.3 billion in stock on June 9, 2014. The selling shareholders include Accel Partners, Hercules Capital, Inc. (NYSE:HTGC), Sequoia Capital, Fayez Sarofim & Co., Deep Fork Capital, Polaris Partners, Caledonia (Private) Investments Pty Limited, Citadel Advisors, LLC and other shareholders. Under the terms, Trulia stockholders would receive 0.39 of a share of Zillow Class A common stock for each share of Trulia common stock. Zillow, Inc. revised the written non-binding proposal to acquire Trulia, Inc.) from the shareholders for $2.6 billion in stock on June 26, 2014. Under the terms, Trulia stockholders would receive 0.434 of Zillow Class A share of stock for each share of Trulia common stock.

Zillow, Inc. made the final offer to acquire Trulia, Inc. from the shareholders for $2.9 billion in stock on July 17, 2014. Zillow, Inc. entered into an agreement and plan of merger to acquire Trulia, Inc. from the shareholders for $2.9 billion in stock on July 28, 2014. Under the terms, Trulia will receive 0.444 shares of Class A Common Stock of Zillow for each share, options, restricted stock units, stock appreciation rights of Trulia. The terms of the final offer and agreement were same. Trulia shareholders will own approximately 33% of the combined company at closing. Current Zillow holders of Class A Common Stock and Class B Common Stock will receive one comparable share of the combined company at closing, and will represent approximately 67% of the combined company. Trulia's convertible notes will be assumed by the combined company at closing. The combined company will maintain both the Zillow and Trulia consumer brands. On completion, Trulia will operate as a wholly-owned subsidiary of Zillow. If the merger agreement is terminated in certain circumstances, Zillow or Trulia, as applicable, would be required to pay the termination fee of $69.8 million. In addition, the agreement provides that, in certain other circumstances, Zillow would be required to pay Trulia a termination fee of $150 million.

The Board of the surviving entity will consist of ten directors, including the eight individuals who are members of the Board of Directors of Zillow and two members of the existing Board of Directors of Trulia. At closing, Pete Flint will remain as Chief Executive Officer of Trulia reporting to Zillow Chief Executive Officer, Spencer Rascoff, and will join the Board of Directors of the combined company. At closing, a second member of Trulia's Board of Directors will join the board of the combined company.

The deal is subject to customary closing conditions, including the expiration of U.S. antitrust waiting periods, regulatory approval, absence of any applicable restraining order or injunction prohibiting the deal, effectiveness of a registration statement on Form S-4, approval of shareholders of Zillow and Trulia, absence of a material adverse effect with respect to each of Zillow and Trulia, accuracy of the representations and warranties of each party, subject to specified materiality thresholds and authorization for listing the surviving company's Class A Common Stock on the NASDAQ Global Select Market. The Board of Directors of Trulia and Zillow, by resolutions duly adopted by unanimous vote, have determined that the merger is in the best interests of, Trulia and Zillow and their respective shareholders and have approved the agreement the merger. Zillow co-founders Rich Barton and Lloyd Frink, the only owners of Class B common stock, have entered into a voting agreement with each other and agreed to vote their respective shares of Zillow Class B Common stock for the approval of the agreement. Also, Trulia Directors holding 7.4% of Trulia stock have entered into voting agreements with Zillow to vote in favor of the transaction. The deal is expected to close by 2015. As on September 3, 2014, Zillow and Trulia received a request for additional information and documentary material from the FTC. On September 24, 2014, FTC extended the waiting period to 60 days before which the transaction cannot be consummated. As of November 10, 2014, Zillow entered into an amendment to the timing agreement with the FTC not to consummate the transaction prior to February 1, 2015. The parties anticipate that the transaction will be completed in the first half of 2015. As of November 17, 2014, the Securities and Exchange Commission declared the registration statement effective. The meeting of Zillow shareholders will be held on December 18, 2014 to approve the transaction. On December 18, 2014, both the company's shareholders approved the transaction. As on December 29, 2014 FTC extended the waiting period to February 15, 2015. As on February 13, 2015, the transaction is expected to close on February 17, 2015.

Goldman, Sachs & Co. has given a written opinion that the Exchange Ratio is fair from a financial point of view. J.P. Morgan Securities LLC has given a written opinion that the Trulia Exchange Ratio is fair, from a financial point of view, to the holders of Trulia Common Stock. Nick Giovanni and Sam Britton of Goldman, Sachs & Co. acted as financial advisors for Zillow, Inc and will be paid transaction fee of $14 million plus an additional amount of up to $2 million, out of which $5 million will became payable on execution of the agreement and the remainder will be payable upon completion of the merger. Peter D. Lyons, Steve L. Camahort, Nathan Sawyer, Rob Bucella, Beau Buffier, Doreen Lilienfeld, Richard Hsu, Larry Crouch, Alan Goudiss, Karina Lubell, Jack Mellyn, Nell Beekman, Regina Park, Zheng Bao, Benjamin Petersen and Ryan Bray of Shearman & Sterling LLP and Perkins Coie LLP acted as legal advisors to Zillow. Marco Caggiano, Noah Wintroub and Mark Fiteny of J.P. Morgan Securities LLC acted as a financial advisor for Trulia, Inc and will be paid transaction fee of 0.75% of the fair market value of the consideration. Rezwan D. Pavri, Lisa R. Haddad, Lynda Galligan, Kristen Dumont, Kelsey Lemaster, Jim Riley, Blake Liggio, Jacqueline Mercier, Ashley Pantuliano, Grace Wirth, Lang Liu, Cathy Doxsee, Korey Anvaripour, Monica Patel, Sarah Bock, Naomita Yadav and Mark Schenkel of Goodwin Procter LLP and Michael S. Ringler of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Trulia. Qatalyst Partners LP acted as a financial advisor to Trulia and will be paid transaction fee of 0.75% of the fair market value of the consideration. Latham & Watkins LLP acted as a legal advisor to Zillow Inc. Christopher Kaufman of Latham & Watkins LLP acted as a legal advisor to Goldman, Sachs & Co. Alan F. Denenberg and Jason Bassetti of Davis Polk & Wardwell LLP acted as a legal advisor to Trulia Inc. Georgeson Inc. acted as information agent and received fees of $18,250 for Zillow. MacKenzie Partners, Inc. acted as information agent to Trulia. Computershare, Inc. acted as transfer agent to Zillow. Trulia will pay MacKenzie Partners, Inc. a fee of approximately $0.2 million.

Zillow, Inc. (NasdaqGS:Z) completed the acquisition of Trulia, Inc. (NYSE:TRLA) from the shareholders on February 17, 2015.