Cannae Holdings, Inc. Announces Strategic Partnership With JANA Partners
February 21 2024 - 4:42PM
Business Wire
~ Partnership will provide Cannae access to
proprietary acquisition and investment opportunities ~
Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”)
today announced a strategic partnership with JANA Partners
(“JANA”), an investment firm focused on creating value through
shareholder engagement. The strategic partnership will help Cannae
drive shareholder value by sourcing new control acquisitions and
similar strategic opportunities and will enhance returns for JANA’s
investors by expanding JANA’s industry operator network and
providing an M&A catalyst when it may maximize shareholder
value.
JANA is an investment manager founded in 2001 and led by
Executive Chairman and Founder Barry Rosenstein and Managing
Partner Scott Ostfeld. JANA has built a reputation and track-record
over its 23-year history as a leader in engaged investing, driving
shareholder value, and improving governance at public companies.
With its trailblazing model of partnering with industry operators
to unlock value, JANA has delivered industry leading returns to
investors in its funds.
William P. Foley, II, Chairman and Chief Executive Officer of
Cannae, commented, “I am very excited to partner with Barry
Rosenstein and Scott Ostfeld, who have built an incredible track
record as public company investors. Through our investment in JANA,
we will have access to proprietary deal flow and acquisition
opportunities in undervalued companies and, as an owner of JANA,
will also participate in the future success of JANA.”
Barry Rosenstein, JANA’s Founder and Executive Chairman, and
Scott Ostfeld, JANA’s Managing Partner, added, “We have long
admired Bill and his team, and we share a similar philosophy on how
to unlock a company’s potential. We believe this strategic
partnership will enhance our capabilities, expand our investment
universe, and drive enhanced returns for both Cannae shareholders
and JANA’s investors.”
The strategic partnership includes a minority equity ownership
exchange whereby the Company received a minority stake in JANA
directly from its principals in exchange for 1.85 million shares of
Cannae common stock and $18.3 million of cash in lieu of stock to
cover transaction related taxes. In connection with the issuance of
Company common stock, JANA’s principals entered into voting
arrangements with the Company to support the board and management.
The transaction was a simultaneous sign and close and the shares
are subject to customary lock-up arrangements. Cannae also
committed to invest at least $50 million into JANA funds. Cannae’s
investment in JANA and JANA funds will not be subject to fees under
the Company’s management services agreement with Trasimene Capital
Management, LLC. The Company plans to partner alongside JANA on
situations that may present an attractive control acquisition or
other similar strategic investment opportunities that are
consistent with Cannae’s primary business of acquiring operating
companies and actively engaging in managing and operating those
companies.
About Cannae Holdings, Inc.
We primarily acquire interests in operating companies and are
actively engaged in managing and operating a core group of those
companies. We believe that our long-term ownership and active
involvement in the management and operations of companies helps
maximize the value of those businesses for our shareholders. We are
a long-term owner that secures control and governance rights of
other companies primarily to engage in their lines of business and
we have no preset time constraints dictating when we sell or
dispose of our businesses. For more information, see
cannaeholdings.com.
About JANA Partners
JANA Partners was founded in 2001 by Barry Rosenstein. JANA
invests in undervalued public companies and engages with management
teams and boards to unlock value for shareholders. For more
information, please visit http://www.janapartners.com.
Forward-Looking Statements and Risk Factors
This press release, and any related oral statements contain
forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including
statements regarding our expectations, hopes, beliefs, plans,
intentions, or strategies regarding the future are forward-looking
statements. Forward-looking statements are based on management’s
beliefs, as well as assumptions made by, and information currently
available to, management. Because such statements are based on
expectations as to future financial and operating results and are
not statements of fact, actual results may differ materially from
those projected. We undertake no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The risks and uncertainties that
forward-looking statements are subject to include, but are not
limited to: risks associated with our investment in JANA; changes
in general economic, business and political conditions, including
changes in the financial markets and changes in macroeconomic
conditions resulting from the outbreak of a pandemic or escalation
of the current conflict between Russia and Ukraine; risks
associated with the Investment Company Act of 1940; our potential
inability to find suitable acquisition candidates, acquisitions in
lines of business that will not necessarily be limited to our
traditional areas of focus, or difficulties in integrating
acquisitions; significant competition that our operating
subsidiaries face; risks related to the externalization of certain
of our management functions to an external manager; and other
risks.
This press release should be read in conjunction with the risks
detailed in the “Statement Regarding Forward-Looking Information,”
“Risk Factors” and other sections of the Company’s Forms 10-Q, Form
10-K and our other filings with the Securities and Exchange
Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240221808427/en/
For Cannae: Jamie Lillis Managing Director, Solebury Strategic
Communications (203) 428-3223 jlillis@soleburystrat.com For JANA
Partners: Jonathan Gasthalter/Nathaniel Garnick Gasthalter &
Co. (212) 257-4170 JANA@gasthalter.com
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