On Nov. 17, stockholders of CoreLogic will get to cast their vote on whether to replace the current board of directors with nominees proposed by Cannae Holdings and Senator Investment Group at a special meeting.
In a letter to stockholders, CoreLogic urged them not to sign a proxy card sent by Senator or Cannae and reminded them that only their last vote on the matter would count. Stockholders who had already signed a proxy card for Cannae or Senator can reverse that vote by sending in a new proxy card, the letter said.
The battle for CoreLogic started on June 26 when Cannae and Senator, who jointly own 15% of the company’s stock, submitted an offer to acquire the company for $65 a share, for a total of $7 billion. CoreLogic rejected the proposal on July 7, saying the bid undervalued the company and raised regulatory concerns, labeling it an “opportunistic proposal.”
In a series of defensive measures, CoreLogic raised its 2021 and 2022 financial guidance, while increasing share reauthorization to $1 billion. Adopting a “poison pill” strategy, Corelogic approved a shareholder-rights plan that prevents investors from acquiring 10% or more of the company’s common stock, or 20% in the case of certain passive investors.
On July 29, Cannae and Senator issued an open letter to fellow shareholders announcing that they had initiated a process to call a special meeting of shareholders to elect nine “independent and highly accomplished directors” to the CoreLogic board of directors. The companies said their goal was to replace the majority of the board with “nominees who will act in best interests of shareholders” who have no affiliation or association with Senator, Cannae, or any of their affiliates.
It’s unclear which way stockholders will vote. CoreLogic’s stock took off on the news of the takeover bid, jumping 25% to $66.33 on June 26, and was at $66.37 as of close of market on Friday, Sept. 4.
The chairman of Cannae Holdings is Bill Foley, the chairman of Fidelity National Financial, which is also majority owner of ServiceLink. In addition, Foley is executive chairman of Black Knight Financial Services — a direct competitor of CoreLogic.
The vote on Nov. 17 concerns the removal of these board directors:
- David Chatham, president and CEO of Chatham Holdings Corp.
- Douglas Curling, principal and managing director of New Kent Capital
- John Dorman, private investor, formerly CEO of Digital Insight
- Paul Folino, chairman of the board, and former executive chairman at Emulex Corp.
- Thomas O’Brien, former CEO and president at Insurance Auto Auctions
- Pam Patenaude, former deputy secretary of HUD and co-founder of the J. Ronald Terwilliger Foundation for Housing America’s Families
- Vikrant Raina, managing partner at BV Investment Partners
- Michael Shepherd, chairman of Bank of the West
- David Walker, former director of the program of the accountancy at the University of South Florida.
In their place, Cannae and Senator propose appointing:
- W. Steve Albrecht, the Gunnel Endowed Professor in the Marriott School of Management at Brigham Young University and former chairman of Cypress Semiconductor
- Martina Lewis Bradford, founder, president, and CEO of Palladian Hill Strategies, a government relations firm
- Gail Landis, founding partner of Evercore Asset Management, where she served as managing principal from 2005 until 2011. She has been on the board of Morningstar since 2013
- Wendy Lane, who has served as chairman and founder of Lane Holdings, an investment firm, since 1992
- Ryan McKendrick, the former president and CEO of AMCOL International
- Katherine “KT” Rabin, who served as CEO at Glass, Lewis & Co., a provider of global governance services, from 2007 to 2019
- Sreekanth Ravi, co-founder and executive chairman of the board of RSquared, a cloud-based artificial intelligence (AI) platform in the workforce intelligence market
- Lisa Wardell, chairman and CEO of Adtalem Global Education, a workforce solutions provider
- Henry W. “Jay” Winship, president and founder of Pacific Point Capital, a real estate investment firm
| At this point CoreLogic plans to hold the special meeting in person, but said it has contingency plans in place for a virtual meeting if necessary. |
