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Cannae and Senator deliver written consent to vote on replacement of CoreLogic directors

Two firms say the company is now bound to hold a special meeting, but CoreLogic attests it already publicly committed prior to the letter

[Update: The story has been updated to include a comment from a CoreLogic spokesperson. The subhead has also been updated to reflect the views of both firms as it had originally stated that CoreLogic was bound to hold a special meeting as a result of the written consent.]

Cannae Holdings and Senator Investment Group announced on Monday that written consent to call a Special Meeting of Shareholders was delivered to CoreLogic for consideration of director nominations previously introduced by the two investors.

On June 26, Cannae and Senator — who jointly own or have an economic interest equivalent to approximately 15% of CoreLogic’s outstanding common stock — offered to buy CoreLogic for $65 per share in cash. However, CoreLogic rejected the bid, stating the proposal was opportunistic, undervalued the company, and was “not in the best interest of the shareholders.”

The investors then threatened to replace CoreLogic’s board, and CoreLogic issued another rejection of the bid.

Following the rejection, Cannae and Senator issued an open letter to fellow shareholders to call a special meeting intended to elect nine “independent and highly accomplished directors” to the CoreLogic board of directors. The nine proposed nominees were candidates lacking any affiliation or association with Senator or Cannae who would act in best interests of the shareholders, the firms said.

On Aug. 9, CoreLogic announed that a special shareholders meeting was to be held on Nov. 17 to address the continued $7 billion takeover attempt. According to Cannae and Senator, CoreLogic then notified the investors that it could unilaterally cancel the meeting at any time and not allow shareholders to replace directors unless they performed the consent solicitation process.

“Since our initial June 26th proposal, shareholders have repeatedly asked CoreLogic to run a legitimate process that maximizes shareholder value through a sale to the highest bidder. We have made clear that we fully encourage such a process and, with appropriate access to diligence, are open-minded as to the value of our offer,” Cannae and Senator said. “Unfortunately, the Company has continually denied this request as part of a pattern of defensive tactics at odds with shareholders’ interests.”

Fund operator T. Rowe Price Investment Management, who had previously been the largest CoreLogic shareholder, sold most of its investment stake between June 30 July 31 this year, going from 12.4% of shares to 2.6%, according to a regulatory filing. The fund operator had owned 17.8% of CoreLogic at the end of December 2019.

According to Cannae and Senator, since T. Rowe Price’s selling, the firms have been informed that other long-term investors have similarly chosen to exit the stock at near their bid price and that the shareholder list is “rapidly filling with funds focused on a transaction.”

CoreLogic recently advised proxy voting service providers of two record dates – Sept. 18, 2020 and Sept. 24, 2020 – for determining  shareholders entitled to vote at its Nov. 17 special meeting.

“Shareholders should be mindful that if the Company uses the earlier of those dates as the record date, then in order to vote their shares at the Company’s Special Meeting, shareholders will need to hold their shares as of September 18th, 2020, which means that any trade to acquire such shares should be executed no later than September 16th, 2020 and settled no later than September 18th, 2020,” Cannae and Senator said.

“Given the Company has recently advised proxy voting service providers of two different record dates – one on September 18th and another for September 24th – it appears there may be yet more tricks coming. Either way, with the actions we have taken today, CoreLogic is now bound to hold a Special Meeting,” the firms said.

“Barring a change of course from CoreLogic, we look forward to communicating further with shareholders in advance of the record date about why new independent directors are needed in the CoreLogic boardroom.”

In response to the Monday press release from the two firms, a spokesperson for CoreLogic released the following statement:

CoreLogic has publicly committed to holding the Special Meeting on November 17.  Senator and Cannae are persisting in running an unnecessary consent solicitation to call a Special Meeting that has already been called to address the business they propose.  We believe this tactic is designed to confuse shareholders and distract them from the fact that the Senator/Cannae proposal significantly undervalues CoreLogic.

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