Cannae Holdings and Senator Investment Group Issue Detailed Investor Presentation Highlighting Case for Electing Nine New Independent Directors to CoreLogic Board
Full Presentation Available at www.UnlockingCoreLogic.com
Vote on the GOLD Card TODAY to
The complete investor presentation is available at www.UnlockingCoreLogic.com.
Key highlights from the presentation include the following:
Cannae and Senator have made a compelling proposal to acquire
- The offer represents a 39% premium and a normalized EBITDA multiple 40%+ above CoreLogic’s 10.5x average.1
- Cannae and Senator have repeatedly stated that they are open minded to increasing the offer if given diligence, have made an unqualified ‘hell-or-high-water’ commitment (thereby removing any regulatory risk to closing), and have indicated a willingness either to participate in an auction or to provide a generous go-shop period as part of a merger agreement.
Bill Foleyare precisely the type of credible buyer with whom CoreLogic’s Board should want to engage.
Shareholders expect a sale of the Company.
- CoreLogic’srealized volatility has collapsed 67%,2 meaning that it no longer trades on fundamentals but rather as a deal stock anticipating a transaction.
- CoreLogic’s stock price has jumped more than 40% since Cannae and Senator’s involvement, while the average price of CoreLogic’s mortgage services peers has remained flat.
- The Company’s largest shareholder for more than seven years sold their 17.8% position.
- Other top 10 shareholders have notified Cannae and Senator that they have also exited their entire position (as we expect to be seen on 13Fs in mid-November).
CoreLogic’s Board has refused to constructively engage with Cannae and Senator, continuing a well-established pattern of poor stewardship.
The Company has underperformed peers by 145% over the past five years,3 consistently ranks in the bottom 4% of the entire
Russell3000 for missing market expectations,4 has not met any of its long-term targets and consistently produces negative organic growth.
- This same Board has now denied diligence access, attempted to invite regulatory scrutiny around a potential transaction, done shareholders a disservice by playing games with the Special Meeting and has undermined multiple attempts at constructive engagement.
- The Company has underperformed peers by 145% over the past five years,3 consistently ranks in the bottom 4% of the entire
Cannae and Senator’s nominees are fully independent and highly qualified.
- They bring extensive experience overseeing and advising public companies as well as evaluating and executing value-maximizing transactions.
- More than half of them have served as CEO or Chair of a large organization, each has extensive M&A experience as well as financial, operational, or corporate governance expertise, and they are better qualified than the current Board according to CoreLogic’s own qualification categories in the Company’s proxy.
- The nominees have no affiliation or association with each other, Senator, Cannae, or any of their affiliates.
Electing nine new directors to form a majority of the 12-member Board is essential to ensuring a legitimate sales process.
- The incumbent Board has repeatedly sought to avoid a process, and we believe there is substantial risk that they will use a sham auction as another delay tactic.
A change in the majority of directors is necessary under
Delawarelaw to protect against the current Board’s threat to not allow shareholders to replace directors.
- Voting for Cannae and Senator’s nominees is a vote for a full and fair sales process to maximize shareholder value.
Protect the Value of
The time to act is NOW. To protect the value of your investment vote on the GOLD Proxy Card “FOR” the removal of ALL nine targeted
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The participants in the solicitation are (i)
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
As of the date hereof, (i) SFS directly owns 100 shares of common stock, par value
As described in the Schedule 13D filed with the
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, changes in the financial markets and changes in the conditions resulting from the outbreak of a pandemic such as the novel COVID-19 (“COVID-19”); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; risks associated with our split-off from Fidelity National Financial, Inc., including limitations on our strategic and operating flexibility related to the tax-free nature of the split-off and the Investment Company Act of 1940; and risks and uncertainties related to the success of our externalization.
This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Cannae’s Form 10-Q, 10-K and other filings with the
1 Premium measured as of
2 One month realized volatility of 11.5% is as of 10/16/20.
3 TSR measured as of
4 Bottom 4% of