CoreLogic (NYSE: CLGX), a leading global provider of property
information, insight, analytics and data-enabled solutions, today
sent a letter to CoStar Group (NYSE: CSGP) in response to its
revised acquisition proposal dated March 1, 2021.
The text of the letter follows:
March 4, 2021
Andrew C. Florance CEO & President CoStar Group, Inc. 1331 L
Street, NW Washington, DC 20005
Dear Mr. Florance:
The Board of Directors of CoreLogic, Inc. (“CoreLogic” or the
“Company”) has carefully reviewed the updated terms of your March
1, 2021 proposal, including the submitted merger agreement
(collectively, your "Updated Proposal") and has not concluded that
your Updated Proposal is a Superior Proposal as defined in our
merger agreement with affiliates of Stone Point Capital and Insight
Partners (the "Pending Transaction"). The CoreLogic Board
unanimously believes your Updated Proposal requires further
improvement with respect to the following key areas: (i) value,
(ii) certainty of value, and (iii) certainty of closing in a timely
manner.
We continue to believe that there is strategic potential in the
combination of our two businesses and we request that you
reconsider your positions on these important terms.
Value and Value Certainty: We appreciate your inclusion of cash
consideration that, as we expressed in our prior letter and had
discussed with you previously, helps to provide greater certainty
of value. However, $6 per share in cash does not meaningfully
reduce CoreLogic shareholders' exposure to the concerning
volatility of your stock. Since your February 16, 2021 proposal,
CSGP shares have continued to decline – approximately 19%, or $177
per share (including a 12% decline since CoStar’s fourth quarter
earnings release). As a result, your Updated Proposal represents a
significantly lower implied total per share value than your prior
proposal on February 16, 2021. The volatility and trajectory of
CoStar’s share price have driven increased concerns with respect to
the certainty of value associated with CoStar’s stock, particularly
in light of your proposed terms that contemplate an antitrust
process of up to 15 months.
We would also note that our Pending Transaction has continued to
progress toward closing, which is expected to occur during the
second quarter of 2021. Given that your Updated Proposal includes a
Termination Date that could be extended unilaterally by you to
potentially a year beyond the expected closing date of the Pending
Transaction, we observe that the time value of money at any
reasonable cost of capital and assumed period of incremental time
to transaction close impacts the present value of your Updated
Proposal.
For these reasons, we invite you to reconsider your position.
Any new proposal should deliver increased, more certain value and
as much cash consideration as possible. We would note again that
CoStar and the combined business would have sufficient capacity to
finance all or a majority of the transaction in cash (with the
potential for public equity offerings to further that capacity),
and a material increase in the level of cash consideration as part
of a transaction would improve the strength of your Updated
Proposal.
Certainty of Timing: You have been clear throughout, as you
stated in your February 16, 2021 letter, that CoStar firmly
believes "the deal has a very high degree of certainty of closing
in a rapid time frame" and "there are simply no meaningful
antitrust concerns." You reinforced this view in your Updated
Proposal letter in which you wrote: "We continue to believe that
the proposed combination is pro-competitive, and as such, does not
present any meaningful antitrust concerns." Your Updated Proposal,
however, would enable you to unilaterally extend the Termination
Date in order to obtain antitrust approval to up to 15 months from
signing, which you have said you may need in order to engage in
prolonged negotiations or to litigate with the government. The
terms of your Updated Proposal and your rationale for the extended
Termination Date are inconsistent with your public statements that
there is no meaningful antitrust risk. A 15-month outside date
exposes CoreLogic shareholders to unnecessary delay and risk, as
well as exposure to CoStar stock price volatility.
Merger Agreement: We will separately send you and your legal
advisors a revised merger agreement reflecting important, limited
clarifications to the agreement included with your Updated
Proposal.
We continue to appreciate your interest in acquiring CoreLogic
and we remain committed to protecting and maximizing value for our
shareholders. Our feedback above is aligned with that objective,
and our Board stands at the ready to reconvene should you determine
to revise your proposal to address these matters.
Sincerely, Frank Martell
On February 4, CoreLogic’s Board of Directors unanimously
approved a definitive merger agreement under which funds managed by
Stone Point Capital and Insight Partners agreed to acquire all
outstanding shares of CoreLogic for $80 per share in cash. The
merger agreement remains in full force and effect, and the Board of
Directors of CoreLogic has not withdrawn or modified its
recommendation that the stockholders of CoreLogic vote in favor of
the approval of the merger, the merger agreement and the
transactions contemplated thereby.
Evercore is serving as financial advisor to CoreLogic and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Company’s legal advisor.
CLGX-F
About CoreLogic
CoreLogic (NYSE: CLGX), the leading provider of property
insights and solutions, promotes a healthy housing market and
thriving communities. Through its enhanced property data solutions,
services and technologies, CoreLogic enables real estate
professionals, financial institutions, insurance carriers,
government agencies and other housing market participants to help
millions of people find, buy, and protect their homes. For more
information, please visit www.corelogic.com.
Safe Harbor/Forward Looking Statements
Certain statements made in this communication are
“forward-looking statements” within the meaning of the federal
securities laws, including but not limited to those statements
related to the acquisition of CoreLogic by affiliates of Stone
Point Capital Partners and Insight Partners (the “Merger”),
including financial estimates and statements as to the expected
timing, completion and effects of the Merger. Risks and
uncertainties exist that may cause the results to differ materially
from those set forth in these forward-looking statements. These
risks and uncertainties include but are not limited to: (i) the
completion of the Merger on the anticipated terms and timing,
including obtaining required stockholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
acquisition, (ii) the ability of Stone Point Capital Partners and
Insight Partners to obtain the necessary financing arrangements set
forth in the commitment letters received in connection with the
Merger; (iii) potential litigation relating to the Merger that
could be instituted against Stone Point Capital Partners, Insight
Partners, CoreLogic or their respective directors, managers or
officers, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Merger will harm
CoreLogic’s business, including current plans and operations; (v)
the ability of CoreLogic to retain and hire key personnel; (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Merger; (vii)
continued availability of capital and financing and rating agency
actions; (viii) legislative, regulatory and economic developments;
(ix) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Merger that
could affect CoreLogic’s financial performance; (x) certain
restrictions during the pendency of the Merger that may impact
CoreLogic’s ability to pursue certain business opportunities or
strategic transactions; (xi) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, outbreaks of war or hostilities or the COVID-19
pandemic, as well as management’s response to any of the
aforementioned factors; (xii) the possibility that the Merger may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (xiii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger, including in circumstances requiring
CoreLogic to pay a termination fee; (xiv) those risks and
uncertainties set forth in Part I, Item 1A of CoreLogic’s most
recent Annual Report on Form 10-K and Part II, Item 1A of
CoreLogic’s subsequent Quarterly Reports on Form 10-Q, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed by CoreLogic with the Securities and
Exchange Commission (the “SEC”); and (xv) those risks that will be
described in the proxy statement that will be filed with the SEC
and available from the sources indicated below. These risks, as
well as other risks associated with the Merger, will be more fully
discussed in the proxy statement that will be filed with the SEC in
connection with the Merger. While the list of factors presented
here is, and the list of factors to be presented in the proxy
statement will be, considered representative, no such list should
be considered a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on CoreLogic’s
consolidated financial condition, results of operations, credit
rating or liquidity. The forward-looking statements speak only as
of the date they are made. CoreLogic does not undertake to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Important Additional Information and Where to Find It
This communication is being made in connection with the Merger.
In connection with the Merger, the Company filed a preliminary
proxy statement with the SEC on March 1, 2021, and plans to file a
definitive proxy statement and certain other documents regarding
the Merger with the SEC. The definitive proxy statement (if and
when available) will be mailed to stockholders of CoreLogic. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS
THEREOF CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
Stockholders will be able to obtain, free of charge, copies of such
documents filed by CoreLogic with the SEC in connection with the
Merger, including the preliminary proxy statement, at the SEC’s
website (http://www.sec.gov). In addition, stockholders will be
able to obtain, free of charge, copies of such documents filed by
CoreLogic at CoreLogic’s website (https://investor.corelogic.com).
Alternatively, these documents, when available, can be obtained
free of charge from CoreLogic upon written request to CoreLogic at
40 Pacifica, Irvine, CA 92618, Attn: Dan Smith, or by calling
703-610-5410.
Participants in the Solicitation
CoreLogic and certain of its directors, executive officers and
other employees will be participants in the solicitation of proxies
from stockholders of CoreLogic in connection with the Merger.
Additional information regarding the identity of the participants,
and their respective direct and indirect interests in the Merger,
by security holdings or otherwise, is set forth in the preliminary
proxy statement and will be contained in the definitive proxy
statement and other materials to be filed with the SEC in
connection with the Merger (if and when they become available). To
the extent holdings of securities by potential participants (or the
identity of such participants) have changed since the information
printed in the preliminary proxy statement, such information has
been or will be reflected on CoreLogic’s Statements of Change in
Ownership on Forms 3 and 4 filed with the SEC. You may obtain free
copies of these documents using the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20210304005495/en/
CoreLogic: Investors: Dan Smith 703-610-5410
danlsmith@corelogic.com
Media: Sard Verbinnen & Co. George Sard/Robin Weinberg/Devin
Broda CoreLogic-SVC@SARDVERB.com
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