Board Sets November 17 Meeting Date to Vote on
Proposal to Replace Majority of Board of Directors
CoreLogic® (NYSE: CLGX), a leading global property data and
analytics-driven solutions provider, today announced that its Board
of Directors has called a Special Meeting of Shareholders on
November 17, 2020. The purpose of the Special Meeting is to
consider and vote on the replacement of up to nine CoreLogic
Directors with nominees identified by Senator Investment Group LP
and Cannae Holdings Inc.
Chairman Paul Folino said, “Senator and Cannae have announced
their intent to request the calling of a Special Meeting and have
also stated an intent to solicit consents from other shareholders
in connection with requesting a meeting. In order to remove
uncertainty for our shareholders, the Board has scheduled the
meeting so that Senator and Cannae will have no reason to continue
the convoluted two-step solicitation process they are now
pursuing.”
“The Board continues to believe Senator and Cannae’s unsolicited
proposal to acquire CoreLogic at $65 per share is significantly
undervalued -- and we are confident our shareholders will agree. We
are laser-focused on executing on our growth strategy and
continuing to deliver strong operating performance. CoreLogic is
poised for an even stronger second half of 2020, and to outperform
in 2021 and 2022, with accelerating growth trends, competitive
wins, share gains, and incremental operating leverage.”
“Given CoreLogic’s performance and outlook, as well as recent
high-multiple transactions in our sector such as Optimal Blue and
Ellie Mae, we believe Senator/Cannae are significantly undervaluing
CoreLogic. In our view, their call to replace the CoreLogic Board
is an attempt to distract from their failure to put forward a
proposal that appropriately values CoreLogic. We look forward to
the Special Meeting and to continuing to meet with shareholders to
discuss our progress and prospects.”
The Special Meeting agenda will also include items of business
related to the amendment of CoreLogic's bylaws that Senator and
Cannae indicated they intended to propose. Additional meeting
details will be included in CoreLogic's forthcoming proxy
statement. Shareholders need not take any action at this time.
Regarding Senator and Cannae's announced consent solicitation,
even though this solicitation now has no purpose, the Board of
CoreLogic set a record date of August 19, 2020 for shareholders
entitled to deliver consents to request the calling of a Special
Meeting.
Evercore is serving as financial advisor to CoreLogic and
Skadden, Arps, Slate, Meagher & Flom is serving as CoreLogic’s
legal advisor.
About CoreLogic
CoreLogic (NYSE: CLGX), the leading provider of property
insights and solutions, promotes a healthy housing market and
thriving communities. Through its enhanced property data solutions,
services and technologies, CoreLogic enables real estate
professionals, financial institutions, insurance carriers,
government agencies and other housing market participants to help
millions of people find, buy and protect their homes. For more
information, please visit www.corelogic.com.
CORELOGIC and the CoreLogic logo are trademarks of CoreLogic,
Inc. and/or its subsidiaries. All other trademarks are the property
of their respective owners.
Safe Harbor/Forward-Looking Statements
Certain statements made in this press release are
forward-looking statements within the meaning of the federal
securities laws, including but not limited to those statements
related to CoreLogic, Inc.’s (“CoreLogic”, the “Company” or “us”)
expected financial results; overall mortgage market volumes; market
opportunities; shareholder value creation; statements regarding our
strategic plans or growth strategy; and the near and long-term
consequences of the unsolicited proposal we received from Cannae
Holdings, Inc. (“Cannae”) and Senator Investment Group, LP
(“Senator”) on June 26, 2020 (the “Unsolicited Proposal”). Risks
and uncertainties exist that may cause the results to differ
materially from those set forth in these forward-looking
statements. Factors that could cause the anticipated results to
differ from those described in the forward-looking statements
include the risks and uncertainties set forth in Part I, Item 1A of
our most recent Annual Report on Form 10-K and Part II, Item 1A of
our most recent Quarterly Report on Form 10-Q, as such risk factors
may be amended, supplemented, or superseded from time to time by
other reports we file with the U.S. Securities and Exchange
Commission (the “SEC”). These risks and uncertainties include but
are not limited to: any potential developments related to the
Unsolicited Proposal; any impact resulting from COVID-19; our
ability to protect our information systems against data corruption,
cyber-based attacks or network security breaches; limitations on
access to or increase in prices for data from external sources,
including government and public record sources; systems
interruptions that may impair the delivery of our products and
services; changes in applicable government legislation, regulations
and the level of regulatory scrutiny affecting our customers or us,
including with respect to consumer financial services and the use
of public records and consumer data; difficult conditions in the
mortgage and consumer lending industries and the economy generally;
risks related to the outsourcing of services and international
operations; our ability to realize the anticipated benefits of
certain acquisitions and/or divestitures and the timing thereof;
impairments in our goodwill or other intangible assets; and our
ability to generate sufficient cash to service our debt. The
forward-looking statements speak only as of the date they are made.
The Company does not undertake to update forward-looking statements
to reflect circumstances or events that occur after the date the
forward-looking statements are made.
Important Additional Information and Where to Find It
In the event that Senator and Cannae file a consent solicitation
statement or a proxy statement with the SEC in connection with a
solicitation to, among other things, possibly remove directors in
furtherance of the Unsolicited Proposal (the “Solicitation”), the
Company plans to file a proxy statement or a consent revocation
statement, as applicable, with the SEC, together with a WHITE proxy
card or consent revocation card, as applicable. In addition, the
Company plans to file a proxy statement with the SEC, together with
a WHITE proxy card, in connection with the special meeting of
stockholders that its board of directors has called (together with
the proxy statement or consent revocation referred to in the
immediately preceding sentence, each, a “Solicitation Statement”).
SHAREHOLDERS ARE URGED TO READ THE APPLICABLE SOLICITATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain, free of charge, copies of
the applicable Solicitation Statement(s), any amendments or
supplements thereto and any other documents (including the WHITE
proxy card or consent revocation card, as applicable) when filed by
the Company with the SEC in connection with the Solicitation at the
SEC’s website (http://www.sec.gov), at the Company’s website
(https://investor.corelogic.com), or by contacting Innisfree
M&A Incorporated by phone toll-free at (877) 750-9498 (from the
U.S. and Canada) or +1 (412) 232-3651 (from other locations), or by
mail at Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, New York, 10022.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
and other employees will be participants in the solicitation of
proxies from shareholders in connection with the Solicitation.
Additional information regarding the identity of these potential
participants, none of whom owns in excess of one percent (1%) of
the Company’s shares, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the applicable
Solicitation Statement and other materials to be filed with the SEC
in connection with the Solicitation. Information relating to the
foregoing can also be found in the Company’s definitive proxy
statement for its 2020 annual meeting of shareholders (the “2020
Proxy Statement”), filed with the SEC on March 19, 2020. To the
extent holdings of the Company’s securities by such potential
participants (or the identity of such participants) have changed
since the information printed in the 2020 Proxy Statement, such
information has been or will be reflected on Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC. You may obtain
free copies of these documents using the sources indicated
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200809005019/en/
Investors: Dan Smith 703-610-5410 danlsmith@corelogic.com Media:
Sard Verbinnen & Co. George Sard/Jim Barron/Robin Weinberg
CoreLogic-SVC@SARDVERB.com
Corelogic (NYSE:CLGX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Corelogic (NYSE:CLGX)
Historical Stock Chart
From Apr 2023 to Apr 2024