Exhibit
(a)(5)(6)
INFORMATION
STATEMENT RELATING TO MERGER
In Connection with the Merger of
BEN MERGER SUB, INC.
with and into
BANKRATE, INC.
This Information Statement is being furnished to all of the
holders of outstanding shares of the common stock, par value
$0.01 per share (the “Common Stock”), of
Bankrate, Inc., a Florida corporation (the
“Company”), that are not owned by BEN Merger
Sub, Inc., a Florida corporation (“Ben”) as of
August 25, 2009 (the “Record Date”) (such
shares of Common Stock, the ”Minority Shares”).
This Information Statement is being delivered pursuant to
Section 607.1104(2) of the Florida Business Corporation Act
(the “FBCA”) to notify holders of the Minority
Shares as of the Record Date of the merger (the
“Merger”) of Ben with and into the Company,
pursuant to the Agreement and Plan of Merger (the “Plan
of Merger”), dated July 22, 2009, and formally
approved with regard to the “short-form” merger under
Section 607.1104 of the FBCA by Ben on August 25, 2009
(the date as of which Ben owned more than 80% of the
Company’s shares of Common Stock).
As required by Section 607.1104(2) of the FBCA, a copy of
the Plan of Merger is enclosed with this Information Statement
as Annex A for your review.
On August 25, 2009, following the completion of the tender
offer contemplated by the Plan of Merger and the exercise of the
Top-Up
Option (as defined in the Plan of Merger), Ben owned more than
80% of the issued and outstanding shares of the Company’s
Common Stock. As a result of obtaining ownership of more than
80% of the issued and outstanding shares of the Company’s
Common Stock, Ben is entitled to effect the Merger without a
meeting or vote of the Company’s shareholders or approval
of the board of directors of the Company. Accordingly, your
consent to the Merger is not required and is not being solicited
in connection with the Merger.
In accordance with Section 607.1104 of the FBCA, Ben’s
board of directors has adopted and approved the Plan of Merger,
pursuant to which on the effective date of the Merger, without
any action on the part of any holder of capital stock of the
Company, each Minority Share will be converted into the right to
receive a payment of $28.50 per share in cash (the
“Merger Consideration”). Ben and the Company
expect that the Merger will be effective on the date that the
Articles of Merger are delivered to the Florida Secretary of
State, which is expected to occur approximately 30 days
from the date this Information Statement (accompanied by
Annex A) is mailed to each shareholder.
When the Merger is consummated, holders of the Minority Shares
will be asked to transmit their certificates evidencing the
shares of the Company’s Common Stock that they own to
Computershare Trust Company, N.A., which will act as the
paying agent in connection with the Merger and will deliver the
Merger Consideration to the holders of the Minority Shares.
Please do not attempt to transmit your certificates
representing shares of the Company’s Common Stock to us or
our paying agent until you receive instructions from the
transfer agent following the consummation of the Merger.
Instructions for transmitting certificates evidencing the
shares of Company’s Common Stock in exchange for the Merger
Consideration will be mailed to each holder of Minority Shares
within 10 days after the effective date of the Merger.
In accordance with Section 607.1302 of the FBCA, holders of
the Minority Shares are entitled to appraisal rights in
connection with the Merger. Pursuant to Section 607.1320(2)
of the FBCA, the procedures to exercise appraisal rights will be
mailed to holders of Minority Shares within 10 days after
the effective date of the Merger.
The Company has filed certain information about the Merger with
the United States Securities and Exchange Commission
(“SEC”). To access the Company’s filings
with the SEC, please go to the SEC’s Website at:
http://www.sec.gov/edgar/searchedgar/companysearch.html.
Additional information can also be found at the Company’s
Website at:
http://investor.bankrate.com/index.cfm.