ATLANTA & LAKE SUCCESS, N.Y. -

When Cox Automotive first announced it was going to acquire Dealertrack Technologies, officials believed the deal would be finalized during the third quarter. The companies will just make that timeframe if the deadline for the fourth extension of the tender offer is met.

The companies said on Wednesday that the offer previously set to expire at midnight ET that day was extended until midnight ET on the last day of September and the end of the third quarter.

"The merger agreement sets forth our rights with respect to extending. We are still optimistic we’ll be closing around the end of the third quarter, however," Cox Automotive spokesperson David Doolittle said in a message to Auto Remarketing on Wednesday.

Officials indicated details of the merger agreement remain unchanged. Cox Automotive intends to purchase all of the outstanding shares of common stock of Dealertrack for $63.25 per share, net to the seller thereof in cash, without interest and subject to any withholding taxes required by applicable law and upon the terms and subject to the conditions set forth in the offer to purchase dated June 26. It’s an offer worth $4.2 billion.

Perhaps what’s holding up the culmination of the deal is the acquisition is subject to a minimum tender of at least a majority of outstanding Dealertrack shares on a fully diluted basis, customary regulatory approvals and closing conditions.

Officials from American Stock Transfer & Trust Co. — the depositary for the offer — tabulated that approximately 21,831,315 shares of Dealertrack had been validly tendered and not validly withdrawn pursuant to the offer — not including 32,900 shares tendered pursuant to notices of guaranteed delivery for which shares have not yet been delivered in settlement or satisfaction of such guarantee. That large figure represents approximately 39.50 percent of Dealertrack’s outstanding shares, short of the majority threshold.

When the companies announced an offer extension on Sept. 14, the tendered share level stood at 36.20 percent. Back on Aug. 21 when the offer was extended for the second time, that share figure was at 32.79 percent.

And when the string of extensions began on July 24, officials pegged the tendered share level at 30.31 percent.

"We do not believe this will be an issue," Doolittle said when asked about what Cox Automotive might do if the minimum tender is not reached.

Also during the journey, Cox Automotive and Dealertrack encountered regulatory hurdles, prompting a $55 million cash transaction with DealerSocket for Dealertrack’s inventory solution.