Benzinga | Aug 31, 2020 09:11AM EDT

CoreLogic Shareholders Cannae Holdings, Senator Investment Group Deliver Written Consents To Call Special Meeting Of Shareholders To Consider Director Nominations

Cannae Holdings, Inc. (NYSE:CNNE), ("Cannae") and Senator Investment Group, LP ("Senator"), which, directly or through affiliated entities, jointly own or have an economic interest equivalent to approximately 15% of the outstanding shares of CoreLogic, Inc. (NYSE:CLGX), (the "Company"), today announced that they have delivered written consents to call a Special Meeting of Shareholders ("the Special Meeting," or "the Meeting") to consider the director nominations previously put forth by Cannae and Senator.

Cannae and Senator issued the following statement:

"Since our initial June 26th proposal, shareholders have repeatedly asked CoreLogic to run a legitimate process that maximizes shareholder value through a sale to the highest bidder. We have made clear that we fully encourage such a process and, with appropriate access to diligence, are open-minded as to the value of our offer. Unfortunately, the Company has continually denied this request as part of a pattern of defensive tactics at odds with shareholders' interests. This is why last month we put forward nine independent, highly-qualified director candidates without any affiliation or association with Senator or Cannae.

Today, we are announcing that we have submitted the requisite consents as promptly as possible to call a Special Meeting. We were required to take this step because, at the same time it issued its August 9th press release1, CoreLogic notified us that it could unilaterally cancel the Meeting at any time and not allow shareholders to replace directors unless we went through with the cumbersome consent solicitation process. We privately asked the Company to simply commit to hold the Special Meeting it had announced. As acknowledged in its August 14th release2, CoreLogic refused.

Games such as these -- publicly announcing a Meeting, while privately stating the Company can cancel it and not allow shareholders to replace directors -- are clear signs of CoreLogic's focus on entrenchment rather than shareholder value. Hopefully the Company will end these ploys and simply acknowledge they cannot cancel or delay the Meeting, and hopefully the Company will not seek to hold multiple meetings in a deliberate effort to sow confusion among investors. Given the Company has recently advised proxy voting service providers of two different record dates -- one on September 18th and another for September 24th -- it appears there may be yet more tricks coming. Either way, with the actions we have taken today, CoreLogic is now bound to hold a Special Meeting.

With this in mind, we ask the Board to reconsider its approach. Several of the Company's major shareholders have already voted with their feet. As recently reported3, CoreLogic's largest holder for over seven years, that owned more than 17% of the Company, has sold its investment. We have been informed that other long-term investors have similarly chosen to exit the stock at near our bid price and that the shareholder list is rapidly filling with funds focused on a transaction. Yet the Board has refused to accept the reality: its shareholders clearly want a legitimate sales process.

If the Company is under the impression that it is necessary to wait until after reporting third quarter earnings to engage with us or run a sales process, we believe they are mistaken. We, as well as the broader market, understand that third quarter earnings will be extremely strong -- just as we all knew second quarter earnings would be. The temporary surge in mortgage origination volumes is not a secret to the market nor is the fact that mortgage volumes are volatile and cyclical, which is why mortgage-exposed peers' stock prices are essentially unchanged since early June.

We continue to be ready to engage constructively and ask CoreLogic to stop its tactics carried out at the expense of shareholders. The Company has ceaselessly claimed that we are "significantly" undervaluing CoreLogic, even citing recent acquisitions of high growth companies, including Optimal Blue4, as evidence. Cannae was actually one of the buyers in this transaction5 -- demonstrating by CoreLogic's own reasoning that we are willing to pay appropriate multiples for value if granted access to diligence.

As previously noted, the Company has advised proxy voting service providers of two record dates -- September 18th, 2020 and September 24th, 2020 -- for determining shareholders entitled to vote at its November 17th, 2020 Special Meeting. Shareholders should be mindful that if the Company uses the earlier of those dates as the record date, then in order to vote their shares at the Company's Special Meeting, shareholders will need to hold their shares as of September 18th, 2020, which means that any trade to acquire such shares should be executed no later than September 16th, 2020 and settled no later than September 18th, 2020. 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."