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Published on 7/22/2009 in the Prospect News Special Situations Daily.

Bankrate agrees to going-private deal with Apax worth $571 million

By Lisa Kerner

Charlotte, N.C., July 22 - Bankrate, Inc. agreed to be taken private by funds advised by Apax Partners in a deal valued at approximately $571 million.

Apax, a private equity firm, will begin a $28.50-per-share cash tender offer for Bankrate's outstanding common stock by July 28, a Bankrate news release said.

The per-share offer price is a 15.8% premium over Bankrate's closing price of $24.62 (Nasdaq: RATE) on Tuesday.

According to Bankrate, Apax will provide 100% of the financing for the acquisition.

Bankrate's board of directors unanimously approved the transaction, which is expected to close at the end of the third quarter of 2009.

Shareholders representing approximately 24% of Bankrate's outstanding shares agreed to tender their shares in the offer.

The merger agreement has termination rights for both parties, including a termination fee of $30 million payable by Bankrate under specified conditions. The Apax parties can terminate the merger for any reason by paying a termination fee of $570.8 million, according to a form 8-K filed with the Securities and Exchange Commission.

"Apax's offer represents attractive value to our shareholders, while also giving us significantly enhanced flexibility to execute on our long-term strategy in a difficult economic climate," Bankrate president and chief executive officer Thomas R. Evans said in the release.

Bankrate, a North Palm Beach, Fla., online consumer banking and personal finance network, was advised by Allen & Co. LLC.

Apax was advised by Stephens Inc.

Acquirer:Apax Partners
Target:Bankrate, Inc.
Announcement date:July 22
Price per share:$25.50
Termination fee:$30 million payable by Bankrate; $570.8 million payable by Apax
Expected closing:Third quarter of 2009
Stock price of target:Nasdaq: RATE: $24.62 on July 21

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