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A week out from proxy vote, CoreLogic defends its board

Company says board has shielded "value destruction" from "lowball" takeover bid

With just a week before the official meeting takes place, the battle for CoreLogic’s board of directors continued on Monday as CoreLogic issued an open letter that urged shareholders to vote against the Cannae Holdings and Senator Investment Group proposals to completely replace CoreLogic’s board with their own nominees.

CoreLogic’s Board is in the best position to review strategic alternatives – having overseen m&a transactions with a combined value in excess of $30 billion and taken decisive actions to ensure CoreLogic’s continued success, CoreLogic said.

“It is the board’s successful strategy that has shielded shareholders from the value destruction of Senator/Cannae’s lowball $66 proposal and generated interest from multiple parties at $80+ per share – an improvement of more than $1 billion from Senator/Cannae’s proposal.”

While CoreLogic stressed the qualifications of its board members in its most recent letter, it also reconfirmed that multiple interested parties are receiving “due diligence access” after executing a customary confidentiality agreement. Though CoreLogic has not specified who these companies are, it did mention additional credible parties have indicated they are preparing to join the process.

CoreLogic’s board has been fighting a public battle with the investors, who jointly own or have an economic interest equivalent to approximately 15% of CoreLogic’s outstanding common stock, since June, when the two investors sent a letter to the CoreLogic Board of Directors with an all-cash proposal for $66 a share.

The investors dropped their takeover bid on Nov. 2 after CoreLogic confirmed it was exploring multiple offers to sell at or above $80 per share, however, it did not deter the investors from amplifying pressure for shareholders to fully replace the board with their own nominees.

Following the rescinding of the investors bid, CoreLogic announced on Nov. 3 that it was conducting a “thorough strategic review” to maximize shareholder value while publicly comparing the track records of its current board to those suggested by Cannae and Senator.

Two days after it cited it was strategically reviewing alternative paths in acquisition, CoreLogic said independent proxy advisory firm Glass Lewis recommended that CoreLogic shareholders vote against removal of the majority of CoreLogic’s directors. However, the firm did support four of Senator and Cannae’s nominees – a conclusion CoreLogic was not pleased with.

“We have deep concerns with Senator/Cannae’s nominees and the risks they pose to CoreLogic shareholders given their lack of relevant experience and support for a $66 per share proposal,” CoreLogic said in a statement.

“It appears that Glass Lewis has largely adopted Senator/Cannae’s half-truths and mischaracterizations, instead of basing its analysis on the relevant, incontrovertible facts – CoreLogic is delivering record results and cash flows; the trajectory of CoreLogic is upward as recognized by the research analysts,” the company continued.

This is the second time an independent proxy firm advised shareholders to vote against the removal of the majority of directors with a few exceptions. The first being a review from Institutional Shareholder Services in October, which recommended three of the investor’s nominees.

Following both announcements of the proxy firm reviews, Cannae and Senator followed with releases that detailed the reasoning behind the proxy firm’s support of replacing a number of the board members, including an “objectively poor track record” and “undisputed failure to achieve long-established strategic and financial objectives.”

In an effort to protect the health of its employees and stockholders, CoreLogic announced on Friday it would move the special meeting set for Nov. 17 from an in-person to a virtual-only meeting that stockholders must register for in advance.

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