A proxy battle is underway for control of the corporate parent of Canadian insurance technology vendor Symbility.
Hedge fund advisor Senator Investment Group said Wednesday it is asking shareholders of CoreLogic Inc. to vote this November in favour of replacing nine of the 12 members of CoreLogic’s board of directors. Along with Las Vegas-based Cannae Holdings, Senator offered to buy CoreLogic for US$66 a share on Sept. 14. That offer is US$1 a share higher than a previous offer Senator and Cannae made this past June. CoreLogic opened Sept. 24 at US$67.31.
The board of directors of Irvine, Calif-based CoreLogic is recommending against what it describes as a hostile takeover of CoreLogic by Senator and Cannae.
Most of those board members will be replaced if Senator and Cannae get their way.
In 2018, CoreLogic acquired Symbility, which was originally based in Calgary and now has a Toronto office. Symbility makes estimating and workflow software for the property and casualty insurance industry. For its part, CoreLogic provides property data including housing reports, real estate listings and construction cost data.
A filing made Wednesday with the U.S. Securities and Exchange Commission includes a proposal to replace most of CoreLogic’s board. That filing was made on behalf of Senator Investment Group, Cannae Holdings and others who collectively own nearly 10% of CoreLogic shares. A meeting for CoreLogic shareholders to vote on the Senator/Cannae proposal was recently scheduled for Nov. 17.
CoreLogic said Sept. 22 it is advising shareholders to vote against the Senator/Cannae proposal. Shareholders may vote by phone, Internet, regular mail or in person.
The nine CoreLogic board members that Senator and Cannae are asking shareholders to remove include chairman Paul Folino. Senator and Cannae want to keep CoreLogic CEO Frank Martell (along with Claudia Fan Munce and Jaynie Miller Sudenmund) on the CoreLogic board.
Cannae’s holdings include a significant minority stake in Dun & Bradstreet, which provides data on businesses. Cannae’s chairman is Bill Foley, a former CEO of title insurance provider Fidelity National Financial.
“Under Bill Foley’s leadership, we would seek to reignite long-term growth at CoreLogic, increase operating efficiency, and improve overall allocation of scarce capital resources,” Cannae said in a release. “Bill Foley has extensive experience transforming similar businesses and is uniquely positioned to strengthen the company’s customer, financial, and employee relationships. He is therefore not only a credible buyer, but also is the best buyer for the company.”
For its part, CoreLogic says it is a “market leader in residential property insights. The upside inherent in CoreLogic’s data-centric business model has been clear, as growth rates and margins have expanded significantly and an already-robust capital return has further increased.” CoreLogic said it received the original US$65-per-share offer from Senator and Cannae on June 26. CoreLogic stock closed June 25 at US$52.93 and opened the following day at US$64.76.
On June 25, CoreLogic issued a press release giving preliminary guidance on its Q2 financial results. CoreLogic said June 25 it was expecting its revenue and earnings before interest, taxation, depreciation and amortization (EBITDA) to be higher in Q2 than originally expected, due to continued market share gains and operating leverage attributable to higher U.S. mortgage market volumes. CoreLogic released full Q2 results on July 23.
Senator and Cannae suggest that CoreLogic stock rose sharply in late June because of their takeover offer.
Source: Canadian Underwriter