TORONTO, Oct. 22, 2018 /CNW/ - Symbility Solutions Inc.
("Symbility" or the "Company"), (TSXV: SY), a global software
company focused on modernizing the insurance industry, and
CoreLogic, Inc. (NYSE: CLGX), a leading global property analytics
solutions provider today announced the execution of an arrangement
agreement (the "Agreement") pursuant to which CoreLogic has agreed
to acquire Symbility Solutions.
CoreLogic currently owns 28% of the Symbility shares (on a
non-diluted basis). Under the terms of the Agreement, CoreLogic has
agreed to acquire from each of the holders of Symbility's
outstanding common shares (the Shareholders"), the Symbility common
shares not owned by CoreLogic or its affiliates, for C$0.615 in cash for each Symbility share.
In addition, all holders of outstanding stock options of Symbility
will be entitled to receive the "in-the-money" value of such stock
options, less applicable withholdings (the "Optionholders" together
with the Shareholders, the "Securityholders") (the "Transaction").
This represents an aggregate value on a fully diluted basis of
approximately C$159.5 million.
This price represents a 20% premium to the 20-day volume weighted
average trading price of Symbility's common shares on the TSXV and
a 26% premium to the closing price of Symbility's common shares on
the TSXV, as of October 19, 2018.
"CoreLogic has been a supportive minority shareholder and data
provider for a number of years and the combination of Symbility's
leading claims platform and development capabilities with
CoreLogic's unmatched property data and analytics is a natural
evolution that will benefit our customers, employees and
shareholders," stated James Swayze,
Chairman and Chief Executive Officer of Symbility.
Symbility's board of directors (the "Board"), after receiving
the unanimous recommendation of a strategic committee of the board
comprised solely of independent directors (the "Strategic
Committee"), and in consultation with its financial and legal
advisors, has unanimously determined that the Transaction is in the
best interests of Symbility and fair to Securityholders and is
unanimously recommending that Securityholders vote in favour of the
Transaction. Raymond James Ltd. is acting as financial
advisor to Symbility for purposes of this Transaction and has
delivered a fairness opinion to the Strategic Committee and the
Board, that the consideration to be received by Shareholders
pursuant to the Transaction is fair, from a financial point of
view, to Shareholders (other than CoreLogic and its affiliates)
subject to certain assumptions, limitations, and qualifications. In
addition, Paradigm Capital Inc. is acting as a financial adviser to
the Strategic Committee and has delivered a fairness opinion to the
Strategic Committee, stating that the consideration being provided
pursuant to the Transaction is fair, from a financial point of
view, to the Shareholders (other than CoreLogic and its
affiliates), subject to certain assumptions, limitations, and
qualifications. Additionally, Shareholders, including all of its
directors and officers, and certain significant shareholders, which
collectively control approximately 41% of the outstanding common
shares and 63% of the outstanding options, have entered into voting
support agreements pursuant to which, subject to the terms and
conditions therein, they have committed to vote in favour of the
Transaction.
The Transaction will be carried out by way of a statutory plan
of arrangement under the laws of Alberta and will require the approval of not
less than (i) 66⅔% of the votes cast by the Shareholders at a
special meeting expected to take place in December 2018, (ii) 66⅔% of the votes cast by the
Securityholders, voting together as a class, at the meeting, and
(iii) a majority of the votes cast by the Shareholders other than
CoreLogic and its affiliates and any other votes that are required
to be excluded in determining such approval in accordance with
applicable securities laws. Closing of the Transaction is also
subject to certain other closing conditions, including court
approval and certain third party consents. Further information
regarding the Transaction will be included in the management proxy
circular expected to be mailed to Shareholders and Optionholders in
November. Copies of the Agreement, the management proxy circular
and the voting support agreements will be available on SEDAR at
www.sedar.com. CoreLogic and Symbility anticipate that the
Transaction will be completed in the fourth quarter of 2018.
The Agreement is subject to customary non-solicitation
provisions, including Symbility's right to consider and accept
unsolicited superior proposals that may be submitted by third
parties. In the event of a superior proposal, CoreLogic will have a
five business day right to match the superior proposal. In the
event that Symbility proceeds with the superior proposal, it must
pay a termination fee of C$6.0
million to CoreLogic.
About Symbility
Symbility believes in creating world-class experiences that
simplify business and improve lives. With a history in modernizing
insurance claims solutions for the property and health industries,
Symbility has established itself as a partner that puts security,
efficiency and customer experience first. Symbility PROPERTY™
brings smarter thinking to property insurance. Our strategic
services team, Symbility INTERSECT™ empowers a variety of
businesses with smarter mobile and IoT product development
strategy, design thinking and engineering excellence. We push
industries forward and prove that change for the better is entirely
possible. For more information, please
visit www.symbilitysolutions.com.
About CoreLogic
CoreLogic is a leading global property information, analytics
and data-enabled solutions provider. The company's combined data
from public, contributory and proprietary sources includes over 4.5
billion records spanning more than 50 years, providing detailed
coverage of property, mortgages and other encumbrances, consumer
credit, tenancy, location, hazard risk and related performance
information. The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, and the public
sector. CoreLogic delivers value to clients through unique data,
analytics, workflow technology, advisory and managed services.
Clients rely on CoreLogic to help identify and manage growth
opportunities, improve performance and mitigate risk. Headquartered
in Irvine, Calif., CoreLogic
operates in North America,
Western Europe and Asia Pacific. For more information, please
visit www.corelogic.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This press release may contain forward-looking statements with
respect to the Company, its products and operations and the
contemplated financing. These statements generally can be
identified by use of forward looking words such as "may", "will",
"expect", "estimate", "anticipate", "intends", "believe" or
"continue" or the negative thereof or similar variations. The
actual results and performance of the Company discussed herein
could differ materially from those expressed or implied by such
statements. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
Important factors that could cause actual results to differ
materially from expectations include, among other things, general
economic and market factors, competition, changes in government
regulations, and the factors described under "Risk Factors" in the
Management's Discussion and Analysis and Annual Information Form of
the Company which are available at www.sedar.com. The cautionary
statements qualify all forward-looking statements attributable to
the Company and persons acting on their behalf. Unless otherwise
stated, all forward-looking statements speak only as of the date of
this press release and the Company has no obligation to update such
statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
All trade names are the property of their respective owners.
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SOURCE Symbility Solutions Inc.