Cannae Holdings and Senator Investment Group announced they are dropping their takeover bid after CoreLogic confirmed last week it is exploring multiple offers to sell at or above $80 per share. However, the increased offers did not deter the investors from continuing their fight to replace CoreLogic’s board of directors with their own nominees.
“As we have always stated, our goal is to see CoreLogic carry out a legitimate sales process, whether that results in a sale to us or a sale to a higher bidder. We will vote in favor of and support any deal that maximizes value for all shareholders of the Company,” the investors said in a release on Friday. “While we are not a bidder at these prices, it would be a great outcome for shareholders.”
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.
CoreLogic’s fate remains uncertain as shareholders will vote Nov. 17 to potentially remove all nine of the existing board members.
“We are the Company’s largest shareholder, and in order to ensure a legitimate sales process occurs at CoreLogic, we will move forward with our effort to elect fully independent and highly qualified director candidates,” Cannae and Senator said.
In response, CoreLogic released that Institutional Shareholder Services, an independent proxy advisory firm, recommended that CoreLogic shareholders vote against the removal of a majority of CoreLogics’s directors. According to ISS, the company’s willingness to engage third parties is a positive step that could ultimately validate CoreLogic’s assertions that a $66 bid was too low. However, the advisory firm did endorse three of the Senator/Cannae nominees, which chairman Paul Folino took issue with.
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“All of our current directors have track records of shareholder value creation, and the Board is actively pursuing multiple paths to maximize value, including a potential sale of the Company. We urge shareholders to vote against the removal of any CoreLogic directors using the white proxy card so that we can continue our ongoing efforts to maximize shareholder value,” Folino said.
“The CoreLogic Board has delivered for shareholders. Our performance is strong, our revenues are recurring and diversified, and our trajectory is upward. Our willingness to engage has already resulted in preliminary interest at or above $80 per share that we are exploring,” the release said.
Two hours after the ISS release, Cannae and Senator released criticisms ISS noted in its review of CoreLogic, including the “board has yet to demonstrate a commitment to running a fair process,” “underperformance,” the “board’s failure to hold management accountable” and “questions of credibility.”
In July, Cannae and Senator accused CoreLogic of increasing its share count and adopting a poison pill – or shareholder-rights plan – to dilute their holdings to 9.9% and essentially freeze the position of the two investors.
Both CoreLogic and the two investors have been lobbying shareholders leading up to the Nov. 17 meeting. Cannae and Senator have even gone as far as creating a website called “Unlocking CoreLogic” that outlines their actions and highlights their replacing nominees.