SEATTLE—Zillow Inc. has entered into a definitive agreement to acquire Trulia Inc. for $3.5 billion in a stock-for-stock transaction. The boards of both companies have approved the transaction, which is expected to close in 2015.

The combined company will maintain both the Zillow and Trulia consumer brands, offering buyers, sellers, homeowners and renters access to vital information about homes and real estate for free, and providing advertising and software solutions that help real estate professionals grow their business. At closing, Trulia CEO Pete Flint will remain as CEO of Trulia reporting to Zillow CEO, Spencer Rascoff, and will join the board of the combined company.

In addition, at closing, a second member of Trulia's board will join the board of the combined company. Further operational and organizational details will be revealed at closing.

"Consumers love using Zillow and Trulia to find vital information about homes and connect with the best local real estate professionals," Rascoff explains. "Both companies have been enormously successful in creating compelling consumer brands and deep industry partnerships, but it's still early days in the world of real estate advertising on mobile and Web. This is a tremendous opportunity to combine our resources and achieve even more impressive innovation that will benefit consumers and the real estate industry."

Both Zillow and Trulia are primarily media companies, generating the majority of revenue through advertising sales to real estate professionals. Despite continued growth as public companies, significant opportunities of scale remain as the majority of advertising dollars in the real estate sector have yet to migrate online or to mobile, according to a prepared release. For example, the two companies' combined revenue currently represents less than 4% of the estimated $12 billion real estate professionals spend on marketing their services to consumers each year.

"Trulia and Zillow have a shared mission and vision of empowering consumers while helping real estate agents, brokerages and franchisors benefit from technological innovation," says Flint. "By working together, we will be able to create even more value for home buyers, sellers, and renters, as well as create a robust marketing platform that will help our industry partners connect with potential clients and grow their businesses even more efficiently. Our two companies share complementary employee cultures with innovative, consumer-first philosophies and a deep commitment to create the best products and services for our industry partners."

Zillow and Trulia are two rapidly growing real estate sites on mobile and the Web, enabling advertisers to reach a large and expanding consumer base, says the release. In June, Zillow reported a record 83 million unique users across mobile and Web. For the same month, Trulia reported a record 54 million monthly unique users across its sites and mobile apps.

The two brands have limited consumer overlap—approximately half of Trulia.com's monthly visitors do not visit Zillow.com, and approximately two-thirds of Zillow.com's monthly visitors across all devices do not use Trulia.com. Maintaining the two distinct consumer brands will allow the combined company to continue to offer differentiated products and user experiences, attract more users and maximize the distribution of free content across multiple platforms, apps and channels.

A summary of expected benefits of the deal, include:

-- Faster Innovation. By combining resources, the companies expect to

accelerate innovation on mobile and Web to provide more valuable tools

and services to consumers and professionals.

-- Greater Access to Free Real Estate Market Data. The companies expect to

share real estate market data, housing trend analysis, and forecasts to

make more free data available to consumers and real estate professionals

to empower people to make more informed decisions.

-- Broader Distribution. Home sellers and their agents, brokerages, and

participating MLSs will benefit from seamless free distribution of

listings across even more platforms to reach an even larger audience of

consumers.

-- Enhanced Value and ROI for Advertisers. The companies expect to offer

shared services and marketing platforms for advertisers that enhance

agent productivity and marketing and deliver greater return on their

investment.

-- Corporate Cost Savings. By operating independent consumer brands through

one corporation, the companies expect to realize synergies to improve

overall operational efficiency over the long-term. By 2016, management

expects to achieve at least $100 million in annualized cost avoidances.

As part of the agreement, Trulia shareholders will receive 0.444 shares of class A Common Stock of Zillow Inc. for each share of Trulia, and 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. The transaction assumes Trulia's convertible notes will be assumed by the combined company at closing. The value of the deal represents a premium of 25% to Trulia's closing price on July 25, 2014.

The agreement is subject to the satisfaction of customary closing conditions, including the expiration of US antitrust waiting periods and shareholder approval of both companies. Zillow co-founders Rich Barton and Lloyd Frink, who control a majority of the shareholder voting power of Zillow, have agreed to vote in favor of the transaction. In addition, Trulia directors holding 7.4% of Trulia stock have entered into voting agreements with Zillow to vote in favor of the transaction.

Goldman, Sachs & Co. acted as the exclusive financial advisor, and Shearman & Sterling LLP and Perkins Coie LLP acted as legal counsel to Zillow. J.P. Morgan Securities LLC acted as a financial advisor, and Goodwin Procter LLP and Wilson Sonsini Goodrich & Rosati acted as legal counsel to Trulia. Qatalyst Partners LP also acted as a financial advisor to Trulia.

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Natalie Dolce

Natalie Dolce, editor-in-chief of GlobeSt.com and GlobeSt. Real Estate Forum, is responsible for working with editorial staff, freelancers and senior management to help plan the overarching vision that encompasses GlobeSt.com, including short-term and long-term goals for the website, how content integrates through the company’s other product lines and the overall quality of content. Previously she served as national executive editor and editor of the West Coast region for GlobeSt.com and Real Estate Forum, and was responsible for coverage of news and information pertaining to that vital real estate region. Prior to moving out to the Southern California office, she was Northeast bureau chief, covering New York City for GlobeSt.com. Her background includes a stint at InStyle Magazine, and as managing editor with New York Press, an alternative weekly New York City paper. In her career, she has also covered a variety of beats for M magazine, Arthur Frommer's Budget Travel, FashionLedge.com, and Co-Ed magazine. Dolce has also freelanced for a number of publications, including MSNBC.com and Museums New York magazine.