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Cannae Holdings and Senator Investment Group Send Letter to CoreLogic ShareholdersCannae Holdings, Inc. (NYSE: CNNE), ("Cannae") and Senator Investment Group, LP ("Senator"), which, directly or through affiliated entities, jointly own or have an economic interest equivalent to approximately 15% of the outstanding shares of CoreLogic, Inc. (NYSE: CLGX), (the "Company"), today sent a letter to the Company's shareholders in connection with the filing of their Definitive Proxy Statement. The letter outlines the case for electing nine new independent directors to the CoreLogic Board to ensure that the Company carries out a legitimate sales process aimed at maximizing value for all shareholders. The full text of the letter follows. For more information, and to view the full Definitive Proxy Statement, please visit: www.UnlockingCoreLogic.com. September 25, 2020 Dear CoreLogic Shareholders, To Protect the Value of Your Investment Vote on the GOLD Card Since we first announced our proposal to acquire CoreLogic three months ago, you have made your expectation resoundingly clear: CoreLogic should engage in good faith and promptly carry out a legitimate sales process aimed towards maximizing value for all shareholders. One need look no further than the 40+% rise in the Company's stock price since our involvement, or CoreLogic's largest shareholder for over seven years selling their entire 17% position around our proposal price, to see that this is what shareholders want. Unfortunately, in a series of increasingly hyperbolic and blatantly misleading communications, CoreLogic's Board has demonstrated that it has no intention of engaging constructively. Rather than allow targeted diligence that could yield a higher offer or elect to commence a process that could ensure a sale to the highest bidder, the Board has deployed a barrage of defensive tactics and attempted to paint a picture of us opportunistically trying to acquire the Company at the precise moment of a terrific inflection, all while making no mention of its decade of underperformance. Here are the facts: 1. We have offered compelling value and deal certainty from a uniquely qualified buyer
2. CoreLogic's Board has demonstrated poor stewardship for years - at the expense of shareholders
3. By refusing to engage with us, the Board is not acting in shareholders' best interests
4. New independent directors are needed to protect shareholder value
We have tried to engage constructively with CoreLogic's Board, and we still hope they will engage with us. Despite multiple efforts at private dialogue and various 'olive branch' gestures, we have met nothing but resistance from CoreLogic's Board. For three months we have focused our commentary on our proposal and the Board's response. Even after the Board released ad hominem attacks against our associates in its September 10th letter, we followed up with a letter seeking a renewed path forward and increased our offer in an effort to get to a productive path. While we will continue to provide relevant information to shareholders, including CoreLogic's staggering underperformance, blatantly misleading materials, and biased Board, make no mistake: we would much prefer the private and productive dialogue we have tried to achieve for the past three months. We sincerely hope we can find common ground with the current CoreLogic Board for the benefit of all shareholders. However, if we cannot, we remain committed to this transaction - whether that be a sale to us or a sale to a higher bidder - and will see this process through.
Sincerely,
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Senator Investment Group LP, Cannae Holdings, Inc. and the other Participants (as defined below) have filed a definitive proxy statement and an accompanying GOLD proxy card with the Securities and Exchange Commission (the "SEC (News - Alert)") on September 23, 2020 to be used in connection with the solicitation of proxies with respect to the proposals to be presented at the special meeting of stockholders (the "Special Meeting") of CoreLogic, Inc., a Delaware corporation (the "Company"), scheduled to be held on November 17, 2020. The participants in the solicitation are (i) Senator Investment Group LP ("Senator"), the investment manager of the Senator Funds (as defined below), (ii) Senator Management LLC ("Senator GP"), the general partner of Senator, (iii) Senator GP LLC ("Senator GP LLC"), the general partner of SGOM (as defined below) and SFH (as defined below), (iv) Senator Master GP LLC ("Senator Master GP"), the general partner of SFS (as defined below), (v) Mr. Douglas Silverman ("Mr. Silverman"), the Chief Executive Officer of Senator, (vi) Senator Focused Strategies LP ("SFS"), (vii) Senator Focused Holdings LP ("SFH"), (viii) Senator Global Opportunity Master Fund LP ("SGOM" and, together with SFS and SFH, the "Senator Funds"), (ix) Cannae Holdings, Inc. ("Cannae"), (x) Cannae Holdings, LLC ("Cannae Holdings"), a wholly-owned subsidiary of Cannae, (xi) W. Steve Albrecht, (xii) Martina Lewis Bradford, (xiii) Gail Landis, (xiv) Wendy Lane, (xv) Ryan McKendrick, (xvi) Katherine "KT (News - Alert)" Rabin, (xvii) Sreekanth Ravi, (xviii) Lisa Wardell and (xix) Henry W. "Jay" Winship (collectively, the "Participants"). THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON (News - Alert) THE SEC'S WEBSITE AT WWW.SEC.GOV. As of the date hereof, (i) SFS directly owns 100 shares of common stock, par value $0.00001 per share, of the Company (the "Common Stock"), (ii) SGOM directly owns 4,110,000 shares of Common Stock, (iii) SFH directly owns 1,410,000 shares of Common Stock and (iv) Cannae Holdings directly owns 2,299,900 shares of Common Stock. Additionally, as of the date hereof, SFS is party to cash-settled total return swaps referencing 3,942,810 shares of Common Stock in the aggregate and total return swaps referencing 121,090 shares of Common Stock in the aggregate. As described in the Schedule 13D filed with the SEC by Senator, Cannae and certain of their respective affiliates with respect to the Company, each of Senator, Senator GP, Senator GP LLC, Senator Master GP, Mr. Silverman, Cannae and Cannae Holdings may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 7,941,090 shares of Common Stock (the "Shares") and, therefore, each such Participant may be deemed to be the beneficial owner of all of the Shares. The Shares collectively represent approximately 9.99% of the outstanding shares of Common Stock based on 79,495,658 shares of Common Stock outstanding as of September 18, 2020, as reported in the Company's Definitive Proxy Statement filed on September 22, 2020. This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities. Forward-Looking Statements and Risk Factors This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, 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 which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, changes in the financial markets and changes in the conditions resulting from the outbreak of a pandemic such as the novel COVID-19 ("COVID-19"); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; 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; compliance with extensive government regulation of our operating subsidiaries; risks associated with our split-off from Fidelity National Financial, Inc., including limitations on our strategic and operating flexibility related to the tax-free nature of the split-off and the Investment Company Act of 1940; and risks and uncertainties related to the success of our externalization. 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 Cannae's Form 10-Q, 10-K and other filings with the Securities and Exchange Commission. 1 Company selected peers are those peers listed in the Company's most recent September 22nd investor presentation. Broader Peer Group Set are BKI, CSGP, EFX, EXPN, FDS, FICO, INFO, MCO, MSCI, REL, SPGI, TRI, TRU, VRSK. 2 2013 used as starting point because the 2014 10K is the first annual report that provides comparable disclosures after the Company restated historical financials following a major divestiture. However, over any multi-year period M&A has accounted for over 100% of incremental revenues.
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