The board of directors of data and analytics firm CoreLogic (NYSE: CLGX) has called a special meeting of shareholders for November 17, 2020 to consider the replacement of up to nine directors with nominees chosen by the two firms looking to buy out CoreLogic.
The board called the special meeting after bidders Senator Investment Group and Cannae Holdings Inc. said they intended to solicit consents from other shareholders in connection with requesting a meeting.
“In order to remove uncertainty for our shareholders, the board has scheduled the meeting so that Senator and Cannae will have no reason to continue the convoluted two-step solicitation process they are now pursuing,” CoreLogic Chairman Paul Folino said in a statement.
Last month, after the CoreLogic rejected their $7 billion proposal to take it private, Senator and Cannae said they would solicit support from fellow shareholders to replace nine of the 12 directors. The firms had said they were also prepared to call a special meeting to replace the board if the company didn’t engage in talks.
Cannae and Senator maintain they own a 15% stake in CoreLogic, including stock and options. However, they accused CoreLogic’s board of increasing the share count to dilute their holdings to 9.9%, which is below the shares needed to call a meeting, and adopting a poison pill to delay them calling a meeting.
The planned consent solicitation was aimed at reaching the 10% threshold needed for a meeting to replace the majority of the 12-member board.
California-based CoreLogic’s board said it continues to believe their unsolicited proposal to acquire CoreLogic at $65 per share is “significantly undervalued” -directors are confident shareholders will agree.
“In our view, their call to replace the CoreLogic board is an attempt to distract from their failure to put forward a proposal that appropriately values CoreLogic.”
The special meeting agenda will also include amendments to CoreLogic’s bylaws that Senator and Cannae indicated they intended to propose.
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