Institutional Shareholder Services Inc. said investors should elect Steve Albrecht, Wendy Lane, and Henry Winship from the list of nominees put forth by Cannae Holdings Inc. and Senator Investment Group. The advisory firm also urged a settlement between the parties to avoid the distraction of a special meeting planned for Nov. 17.
“Absent such a settlement, our analysis of the dissident campaign – in conjunction with the mounting evidence that there is robust interest in acquiring the company – suggests that shareholders would benefit from the presence of new directors to ensure that the engagement with potential acquirers is managed to maximize value,” ISS said in its report Friday.
ISS recommended shareholders not re-elect long-serving directors James Chatham, Thomas O’Brien, and David Walker to the board to make room for the three nominees.
CoreLogic said in a statement it was pleased ISS didn’t recommend shareholders give up control of the board to Cannae and Senator. The company said it believed the advisory firm had reached the wrong conclusion on recommending the three nominees from the dissident’s slate.
“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,” the company said.
Bid Rejected
The dispute between CoreLogic and the investors dates back to June when Cannae and Senator proposed to buy the company for roughly $7 billion, including debt. The offer, which was increased to $66 a share, was rejected by CoreLogic’s board, which argued it undervalued the company. Cannae and Senator have urged the company to run a formal sales process and nominated nine directors to the board.
The ISS report “sends a strong message that CoreLogic’s board has failed its shareholders,” Quentin Koffey, partner of Senator, said in a statement. “The ISS findings confirm that outside perspectives must be added to the CoreLogic board. As ISS notes, CoreLogic’s concerning track record of gamesmanship -- including recent reports of the company failing to engage in good faith with potential acquirers -- only further supports the need for new directors.”
Since the initial interest from Cannae and Senator, CoreLogic has been approached by CoStar Group Inc., who said it would be interested in pursuing a deal between $77 and $83 a share, people familiar with the matter have said. A consortium consisting of Warburg Pincus and GTCR have also indicated an interest at $80 a share or more, and has entered into a non-disclosure agreement to continue the talks, they added. CoStar, on the other hand, has not signed an NDA, arguing the terms are too onerous.
Cannae and Senator said Friday they were dropping out of the bidding because the price was too high for them but would continue their proxy fight.
ISS said shareholders could also seek to remove the company’s chairman, Paul Folino, for added reassurance given the “stutter steps” in the board’s handling of inbound interest. But it didn’t recommend his removal, saying that time could prove the board’s valuation to be correct.
ISS said it believed that a valuation above $80 a share may not be an unreasonable expectation for investors.