Cannae Holdings Inc. and Senator Investor Group previously said they owned a 15% economic stake in real estate data company CoreLogic, including stock and options. The firms had said they were prepared to call a special meeting as early as July 28 to replace the board if the company didn’t engage in talks.
Since the initial proposal, the mix of the investors’ holdings now falls short of the 10% beneficial ownership of common shares required to call a meeting, so they need the support of additional holders, they said in a letter to shareholders Wednesday. They accused the company of increasing the share count to dilute their holdings to 9.9%, and adopting a poison pill to delay them calling a meeting.
“If these are not just delay tactics, the company has the opportunity now to promptly call a special meeting in early October -- the date shareholders could have reasonably expected a meeting before the company began all of this gamesmanship,” Senator partner Quentin Koffey and Cannae Chief Executive Officer Richard Massey said in the letter. “We suspect they will not.”
The pair said they would launch a so-called consent solicitation aimed at reaching the 10% threshold and calling a meeting to replace the majority of the 12-member board. The poison pill -- or shareholder-rights plan -- implemented by CoreLogic restricts the investors from buying more shares or converting their options, and has essentially frozen their position. It also prevents them from getting other shareholders to contribute shares toward calling the meeting without a consent-solicitation process.
CoreLogic said in a statement its board continues to believe the offer undervalues the company, particularly in light of its recent revised financial guidance, dividend increase and $1 billion share-repurchase program.
“Our board is unanimous and highly confident in its belief that CoreLogic will be able to deliver significantly more value to shareholders than this opportunistic proposal,” said Paul Folino, the company’s chairman. “We will continue to provide full transparency into our business so all our shareholders can participate in CoreLogic’s substantial value-creation potential.”
$7 Billion Proposal
Bill Foley’s holding company Cannae, with Senator, made a $7 billion proposal, including debt, to take over CoreLogic in June. That proposal has been rebuffed by the Irvine, California-based company’s board, which argues it undervalues the company. The board has also said it would not grant the duo due diligence as they have requested before they raise their $65-a-share offer, which the pair has yet to do.
While the offer was a 23% premium at the time, shares in CoreLogic have traded well above the offer price since the bid was made, and closed Tuesday at $67.88 apiece, giving the company a market value of $5.4 billion.
Since the initial offer was made, CoreLogic has boosted its financial guidance, increased the amount it can spend on buying back its own shares and adopted the poison pill. Last week, the company committed to a $1 billion share-repurchase program, increased its quarterly dividend by 50% and said it would also exit its lower-margin reseller business.
The investors’ nominees are W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. Winship.