Property information and analytics provider CoreLogic has set September 18th as the record date for its special meeting of stockholders to be held, following pressure from investors Senator Investment Group LP and Cannae Holdings Inc.
The meeting, set for November 17th, will consider and vote on the replacement of up to nine CoreLogic Directors as well as items of business related to the amendment of CoreLogic’s bylaws.
Senator and Cannae intend to oust the majority of CoreLogic’s Board after the firm unanimously rejected an offer to acquire all of its outstanding common shares for $65.00 per share.
According to the two investors, which collectively own 15% of CoreLogic, the company has refused to engage with their acquisition offer and is not acting in the best interest of its shareholders.
Last week, Senator and Cannae claimed they had been “required” to submit written consents to call a special meeting of shareholders because CoreLogic was “playing games” with the process.
They allege that the company had threated to cancel its shareholder meeting to disrupt the director nomination process and had announced multiple meeting dates to confuse investors.
However, CoreLogic says these claims are “simply untrue”, and maintains that it had always been committed to holding a meeting on November 17th.
It added that Senator and Cannae are in fact trying to confuse shareholders and “distract them from a significantly undervalued proposal.”
“From the time Senator/Cannae made their opportunistic, hostile proposal to acquire CoreLogic, they have been engaged in a misinformation campaign with numerous false and misleading statements,” CoreLogic stated.
CoreLogic maintains that it has undertaken a thorough review of the acquisition proposal from Senator and Cannae, and has concluded that it undervalues the company, raises serious regulatory concerns, and is not of value to shareholders.
But the investors say that CoreLogic has relied on a “smokescreen” of regulatory concerns and “poison pill” defense tactics to avoid engaging with them.
“Senator/Cannae falsely claimed we issued shares to block their ability to reach the 10% ownership threshold necessary to compel calling of a Special Meeting, even though Senator/Cannae’s share ownership was below that threshold because their ability to exercise forward purchase contracts appears to be restricted as a result of antitrust scrutiny,” CoreLogic said.