CoreLogic Rejects Unsolicited Offer From Cannae, Senator

(Bloomberg) -- CoreLogic Inc. rejected an unsolicited takeover offer from Cannae Holdings Inc. and Senator Investment Group, saying the $65-per-share proposal undervalues the real estate data company and raises regulatory concerns.

Irvine, California-based CoreLogic also boosted its full-year revenue guidance Tuesday for 2020, increased the amount it’s allowed to spend on buying back stock and said it has adopted a shareholder-rights plan -- known as a poison pill -- that would help it defend against a potential takeover.

Cannae and Sentator said in a statement they were prepared to call a special meeting to replace the board as early as July 28 if the company refused to engage in takeover talks.

CoreLogic said it was open to meeting with Cannae and Senator to explore ways to improve shareholder value, but believed it was on the right track.

“We are unanimous in our belief that CoreLogic will be able to deliver significantly more value to shareholders than this opportunistic proposal,” CoreLogic Chairman Paul Folino said in a statement Tuesday.

CoreLogic rose 2% to $68.37 at 1:53 p.m. in New York, giving the company a market value of about $5.4 billion.

Reignite Growth

Bill Foley’s holding company Cannae, with Senator, disclosed a 15% economic interest in CoreLogic on June 26 and said their $7 billion proposal, including debt, would “reignite growth,” at the company. The pair called the financial projections released Tuesday “overly optimistic,” and said it has yet to hear back about their requests for a meeting.

“Unfortunately for all shareholders, CoreLogic has rejected our proposal without any sign of seriously considering it,” Cannae and Senator said in the statement. “We greatly appreciate the widespread support we have heard from shareholders, who rightfully expect the company to initiate a sales process to maximize value.”

Foley, 75, is chairman of Cannae, a holding company that houses his investments in title-insurance provider Fidelity National Financial Inc., financial technology firm Fidelity National Information Services Inc. and software company Black Knight Inc.

CoreLogic’s Folino said Tuesday that the proposal raised “serious regulatory concerns” about potential overlaps between some of the companies. CoreLogic also argued the proposal was timed when the company’s stock was at a low point.

Cannae and Senator said they reviewed potential antitrust issues before their offer, and determined there were no material hurdles to consummating a deal. They said they are also prepared to sign a so-called hell or high water agreement to offset the regulatory risk. That means they would agree to take all actions necessary to secure regulatory approvals.

CoreLogic also accused the pair of rushing out their proposal after it delivered an updated guidance on June 25. It noted that regulatory filings show that the pair acquired about 3% of the company’s shares on June 26 -- the same day they made their proposal known -- above the $65 a share offer price.

“Senator and Cannae are experienced investors who have an understanding of our business and our industry,” CoreLogic’s board said in a letter to shareholders. “They know CoreLogic has transformed its business model, is generating significant momentum, and has a wealth of opportunities.”

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