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CoreLogic responds to investor groups’ initiation of written consent process

CoreLogic hits back with confirmation that it plans to sell at $80+ a share in early 2021

The battle for CoreLogic’s board continued on Tuesday after Senator Investment Group and Cannae Holdings, who attempted an unsolicited takeover bid of the company this summer, initiated a written consent process to remove and replace additional directors.

CoreLogic shareholders voted on Nov. 17 to replace three of the 12 current directors with the investment groups’ nominees, but the two investor group have said they need a “safeguard” to make sure the process moves forward.

In a response on Tuesday, CoreLogic did not explicitly comment on the written consent the investors called for, focusing rather of the current sale process that began this longtime feud.

“The Board of Directors is working to oversee, and is fully supportive of, its robust sale process to maximize value for CoreLogic shareholders. This process has already resulted in written indications of interest in acquiring CoreLogic at values of at least $80 per share from multiple competing parties – and the process is well underway.  We are pursuing a process that is designed to achieve a successful outcome, and we expect to receive definitive proposals in early 2021,” the response said. 

Prior to the Nov. 17 special meeting, CoreLogic and the two investor groups lobbied shareholders publicly as the investment groups originally intended to fully replace CoreLogic’s board with their own nominees.

Shareholders voted to remove current directors J. David Chatham, Thomas C. O’Brien and David Walker. In their place, three nominees of Senator and Cannae were chosen for appointment to fill the vacancies, including W. Steve Albrecht, Wendy Lane, and Henry W. “Jay” Winship.

After the results of the vote were public, CoreLogic chairman Paul Folino welcomed Albrect, Lane and Winship to the board and said the company will work quickly to get them up to speed on its strategic review process – an operation Cannae and Senator called into question several times and one that CoreLogic often defended.

“On behalf of the entire Board, I would like to thank David, Thomas and David for their numerous contributions to CoreLogic. During their tenure, the company has been successfully transformed into a leading information services provider and our stock price has quadrupled,” Folino continued. “We wish these dedicated directors the very best in their future endeavors. Their experience and guidance have been invaluable, and it has been a pleasure to work with them on behalf of our shareholders.”

Cannae and Senator, however, have called for written consent.

“The submission of this record date request ensures we can act promptly by written consent to hold the Company accountable if there continue to be unexplainable delays in the process or if we learn the Board is not acting in the best interests of shareholders,” the investment groups said in a release. “If this step is required, we would be in position to move forward as early as December to seek to remove and replace six directors.”

“Following the announcement today of our three nominees being added to the Board, this approach would give shareholders the chance to ensure a majority of the Board would be newly added and fully independent,” Senator and Cannae said.

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.

In tandem with the written consent, Cannae and Senator expressed their intent to remain one of the largest shareholders of CoreLogic at least through the announcement of a transaction agreement being reached. Though they do plan to reduce their economic position as part of their ongoing portfolio management.

As of Nov. 24, CoreLogic’s investor site is updated with the new nominees in place.

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