Senator Investment Group LP and Cannae Holdings Inc. have delivered written consents to call a special meeting of shareholders to consider replacing a majority of the board members of property information and analytics provider CoreLogic.
The move comes after CoreLogic’s board unanimously rejected an offer from Senator and Cannae to acquire all of its outstanding common shares for $65.00 per share.
Cannae and Senator said they were “required” to take the step of submitting consents as CoreLogic “continues to play games with the special meeting process.”
According to the two investors, which collectively own 15% of CoreLogic, the company has refused to engage with the acquisition offer and has threated to cancel its shareholder meeting to disrupt the director nomination process.
“Games such as these … are clear signs of CoreLogic’s focus on entrenchment rather than shareholder value,” Cannae and Senator said in a new statement. “Hopefully the Company will end these ploys and simply acknowledge they cannot cancel or delay the Meeting.”
The firms further warned CoreLogic against holding multiple meeting to confuse investors, noting that the company has recently advised proxy voting service providers of two different record dates.
“It appears there may be yet more tricks coming,” the investors said. “Either way, with the actions we have taken today, CoreLogic is now bound to hold a Special Meeting.”
CoreLogic argues that the offer from Cannae and Senator significantly undervalues the company, raises serious regulatory concerns, and is not of value to shareholders.
But the firms claim that CoreLogic is acting against the best interests of its shareholders and has relied on a “smokescreen” of regulatory concerns and “poison pill” defense tactics to avoid engaging with them.
They also note that CoreLogic has enjoyed protection from acquisition offers until now due to the placement of a decade-long purchase right in its founding documents.
In response, Senator and Cannae plan to oust most current members of CoreLogic’s board and replace them with nine independent directors.
For its part, CoreLogic maintains that it undertook a thorough review of the acquisition proposal, and concluded that it significantly undervalued the company and was not in the best interests of its other shareholders.
“We continue to be ready to engage constructively and ask CoreLogic to stop its tactics carried out at the expense of shareholders,” Cannae and Senator continued.
“Barring a change of course from CoreLogic, we look forward to communicating further with shareholders in advance of the record date about why new independent directors are needed in the CoreLogic boardroom.”
A CoreLogic spokesperson responded saying, “CoreLogic has publicly committed to holding the Special Meeting on November 17. Senator and Cannae are persisting in running an unnecessary consent solicitation to call a Special Meeting that has already been called to address the business they propose. We believe this tactic is designed to confuse shareholders and distract them from the fact that the Senator/Cannae proposal significantly undervalues CoreLogic.”
