Board Sets November 17 Meeting Date to Vote on Proposal to Replace Majority of Board of Directors
CoreLogic, a leading global property data and analytics-driven solutions provider, announced that its Board of Directors has called a Special Meeting of Shareholders on November 17, 2020. The purpose of the Special Meeting is to consider and vote on the replacement of up to nine CoreLogic Directors with nominees identified by Senator Investment Group LP and Cannae Holdings Inc.
Chairman Paul Folino said, “Senator and Cannae have announced their intent to request the calling of a Special Meeting and have also stated an intent to solicit consents from other shareholders in connection with requesting a meeting. In order to remove uncertainty for our shareholders, the Board has scheduled the meeting so that Senator and Cannae will have no reason to continue the convoluted two-step solicitation process they are now pursuing.”
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“The Board continues to believe Senator and Cannae’s u********** proposal to acquire CoreLogic at $65 per share is significantly undervalued — and we are confident our shareholders will agree. We are laser-focused on executing on our growth strategy and continuing to deliver strong operating performance. CoreLogic is poised for an even stronger second half of 2020, and to outperform in 2021 and 2022, with accelerating growth trends, competitive wins, share gains, and incremental operating leverage.”
“Given CoreLogic’s performance and outlook, as well as recent high-multiple transactions in our sector such as Optimal Blue and Ellie Mae, we believe Senator/Cannae are significantly undervaluing CoreLogic. In our view, their call to replace the CoreLogic Board is an attempt to distract from their failure to put forward a proposal that appropriately values CoreLogic. We look forward to the Special Meeting and to continuing to meet with shareholders to discuss our progress and prospects.”
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The Special Meeting agenda will also include items of business related to the amendment of CoreLogic’s bylaws that Senator and Cannae indicated they intended to propose. Additional meeting details will be included in CoreLogic’s forthcoming proxy statement. Shareholders need not take any action at this time.
Regarding Senator and Cannae’s announced consent solicitation, even though this solicitation now has no purpose, the Board of CoreLogic set a record date of August 19, 2020 for shareholders entitled to deliver consents to request the calling of a Special Meeting.
Evercore is serving as financial advisor to CoreLogic and Skadden, Arps, Slate, Meagher & Flom is serving as CoreLogic’s legal advisor.
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