CoreLogic Responds to CoStar Regarding its Revised Acquisition Proposal | Small business & Finance

The text of the letter follows:

The Board of Administrators of CoreLogic, Inc. (“CoreLogic” or the “Company”) has thoroughly reviewed the updated terms of your March 1, 2021 proposal, such as the submitted merger arrangement (collectively, your “Current Proposal”) and has not concluded that your Updated Proposal is a Outstanding Proposal as defined in our merger agreement with affiliate marketers of Stone Point Funds and Insight Companions (the “Pending Transaction”). The CoreLogic Board unanimously thinks your Up to date Proposal involves further more improvement with respect to the next important areas: (i) value, (ii) certainty of value, and (iii) certainty of closing in a well timed method.

We continue to think that there is strategic likely in the mixture of our two corporations and we ask for that you reconsider your positions on these vital conditions.

Worth and Price Certainty: We enjoy your inclusion of money consideration that, as we expressed in our prior letter and had talked over with you beforehand, aids to present better certainty of value. Nevertheless, $6 for each share in income does not meaningfully lower CoreLogic shareholders’ publicity to the concerning volatility of your stock. Since your February 16, 2021 proposal, CSGP shares have ongoing to decline – close to 19%, or $177 for each share (which include a 12% decline due to the fact CoStar’s fourth quarter earnings release). As a final result, your Up-to-date Proposal signifies a considerably decreased implied overall for every share value than your prior proposal on February 16, 2021. The volatility and trajectory of CoStar’s share rate have driven greater problems with regard to the certainty of worth linked with CoStar’s inventory, significantly in mild of your proposed conditions that ponder an antitrust method of up to 15 months.

We would also observe that our Pending Transaction has continued to development toward closing, which is predicted to take place through the next quarter of 2021. Presented that your Updated Proposal involves a Termination Day that could be extended unilaterally by you to most likely a calendar year further than the envisioned closing day of the Pending Transaction, we observe that the time benefit of cash at any fair cost of funds and assumed period of incremental time to transaction close impacts the current benefit of your Up-to-date Proposal.

For these causes, we invite you to rethink your situation. Any new proposal need to produce greater, extra specific value and as much cash thought as probable. We would notice all over again that CoStar and the merged organization would have ample potential to finance all or a greater part of the transaction in dollars (with the potential for general public equity choices to more that capacity), and a content maximize in the stage of dollars thing to consider as component of a transaction would make improvements to the energy of your Up-to-date Proposal.

Certainty of Timing: You have been crystal clear all through, as you stated in your February 16, 2021 letter, that CoStar firmly thinks “the offer has a very higher degree of certainty of closing in a speedy time body” and “there are basically no significant antitrust issues.” You strengthened this see in your Up-to-date Proposal letter in which you wrote: “We continue on to feel that the proposed mixture is pro-aggressive, and as these, does not existing any meaningful antitrust concerns.” Your Updated Proposal, nevertheless, would help you to unilaterally increase the Termination Day in order to receive antitrust acceptance to up to 15 months from signing, which you have reported you may need to have in order to have interaction in prolonged negotiations or to litigate with the authorities. The conditions of your Up-to-date Proposal and your rationale for the extended Termination Day are inconsistent with your public statements that there is no meaningful antitrust hazard. A 15-thirty day period outside the house date exposes CoreLogic shareholders to unnecessary hold off and threat, as well as publicity to CoStar inventory price tag volatility.

Merger Agreement: We will independently mail you and your lawful advisors a revised merger agreement reflecting crucial, confined clarifications to the agreement provided with your Up-to-date Proposal.

We go on to recognize your desire in attaining CoreLogic and we keep on being fully commited to shielding and maximizing worth for our shareholders. Our comments over is aligned with that goal, and our Board stands at the completely ready to reconvene need to you identify to revise your proposal to address these matters.

On February 4, CoreLogic’s Board of Directors unanimously authorized a definitive merger agreement underneath which funds managed by Stone Point Money and Insight Partners agreed to get all fantastic shares of CoreLogic for $80 per share in hard cash. The merger arrangement continues to be in entire pressure and effect, and the Board of Administrators of CoreLogic has not withdrawn or modified its advice that the stockholders of CoreLogic vote in favor of the acceptance of the merger, the merger arrangement and the transactions contemplated therefore.

Evercore is serving as economic advisor to CoreLogic and Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Company’s authorized advisor.

CoreLogic (NYSE: CLGX), the main service provider of home insights and remedies, promotes a nutritious housing current market and thriving communities. By way of its improved house details solutions, products and services and systems, CoreLogic enables real estate gurus, monetary institutions, insurance policy carriers, authorities organizations and other housing industry contributors to assistance hundreds of thousands of people locate, obtain, and shield their homes. For a lot more info, you should stop by www.corelogic.com.

Safe Harbor/Ahead Looking Statements

Selected statements designed in this conversation are “forward-wanting statements” inside of the indicating of the federal securities legislation, which includes but not restricted to these statements connected to the acquisition of CoreLogic by affiliate marketers of Stone Point Money Partners and Insight Companions (the “Merger”), which includes economical estimates and statements as to the predicted timing, completion and consequences of the Merger. Threats and uncertainties exist that may bring about the final results to differ materially from individuals set forth in these ahead-seeking statements. These challenges and uncertainties incorporate but are not minimal to: (i) the completion of the Merger on the predicted terms and timing, like acquiring expected stockholder and regulatory approvals, and the gratification of other disorders to the completion of the acquisition, (ii) the skill of Stone Stage Money Companions and Insight Companions to obtain the vital funding arrangements established forth in the dedication letters been given in relationship with the Merger (iii) opportunity litigation relating to the Merger that could be instituted versus Stone Stage Cash Companions, Insight Companions, CoreLogic or their respective administrators, supervisors or officers, together with the outcomes of any outcomes connected thereto (iv) the chance that disruptions from the Merger will harm CoreLogic’s organization, such as current ideas and functions (v) the means of CoreLogic to keep and employ the service of vital staff (vi) probable adverse reactions or variations to company relationships resulting from the announcement or completion of the Merger (vii) ongoing availability of cash and financing and rating agency actions (viii) legislative, regulatory and economic developments (ix) possible organization uncertainty, including variations to current small business relationships, for the duration of the pendency of the Merger that could have an affect on CoreLogic’s money effectiveness (x) particular restrictions through the pendency of the Merger that may possibly impact CoreLogic’s capability to pursue selected business enterprise prospects or strategic transactions (xi) unpredictability and severity of catastrophic occasions, such as but not limited to functions of terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as very well as management’s response to any of the aforementioned variables (xii) the probability that the Merger might be much more highly-priced to entire than predicted, including as a result of sudden components or situations (xiii) the incidence of any function, transform or other circumstance that could give rise to the termination of the Merger, which include in situation necessitating CoreLogic to pay a termination payment (xiv) individuals threats and uncertainties set forth in Aspect I, Product 1A of CoreLogic’s most new Annual Report on Kind 10-K and Portion II, Merchandise 1A of CoreLogic’s subsequent Quarterly Experiences on Type 10-Q, as this sort of threat things might be amended, supplemented or outmoded from time to time by other experiences submitted by CoreLogic with the Securities and Exchange Commission (the “SEC”) and (xv) people challenges that will be described in the proxy statement that will be filed with the SEC and available from the resources indicated beneath. These challenges, as very well as other risks related with the Merger, will be far more thoroughly talked about in the proxy statement that will be submitted with the SEC in relationship with the Merger. Though the list of aspects offered here is, and the record of elements to be introduced in the proxy assertion will be, deemed consultant, no such listing should be regarded a full statement of all probable hazards and uncertainties. Unlisted factors may well existing considerable added hurdles to the realization of ahead-wanting statements. Outcomes of product dissimilarities in outcomes as compared with all those predicted in the ahead-searching statements could contain, amid other points, business enterprise disruption, operational issues, money decline, lawful legal responsibility to 3rd parties and identical risks, any of which could have a product adverse result on CoreLogic’s consolidated economical condition, success of operations, credit rating rating or liquidity. The forward-on the lookout statements communicate only as of the day they are created. CoreLogic does not undertake to update ahead-seeking statements to mirror conditions or occasions that come about immediately after the day the forward-wanting statements are created.

Essential Added Information and facts and In which to Locate It

This communication is being manufactured in connection with the Merger. In link with the Merger, the Organization submitted a preliminary proxy statement with the SEC on March 1, 2021, and programs to file a definitive proxy assertion and sure other paperwork regarding the Merger with the SEC. The definitive proxy assertion (if and when out there) will be mailed to stockholders of CoreLogic. This conversation does not represent an present to sell or the solicitation of an present to acquire any securities. Before Producing ANY VOTING OR Investment decision Selection, STOCKHOLDERS ARE URGED TO Study THE PRELIMINARY PROXY Statement (Together with ANY AMENDMENTS OR Supplements THERETO) AND ANY OTHER Relevant Files THAT ARE Submitted OR WILL BE Submitted WITH THE SEC, AND THE DEFINITIVE Variations THEREOF Meticulously AND IN THEIR ENTIRETY WHEN THEY Grow to be Accessible Due to the fact THEY WILL Comprise Crucial Facts ABOUT THE MERGER. Stockholders will be ready to acquire, no cost of cost, copies of this kind of files filed by CoreLogic with the SEC in connection with the Merger, such as the preliminary proxy statement, at the SEC’s web page ( http://www.sec.gov ). In addition, stockholders will be in a position to get, free of demand, copies of these types of paperwork filed by CoreLogic at CoreLogic’s web site ( https://trader.corelogic.com ). Alternatively, these documents, when available, can be acquired totally free of charge from CoreLogic upon published ask for to CoreLogic at 40 Pacifica, Irvine, CA 92618, Attn: Dan Smith, or by contacting 703-610-5410.

Members in the Solicitation

CoreLogic and selected of its administrators, executive officers and other staff members will be members in the solicitation of proxies from stockholders of CoreLogic in link with the Merger. Extra facts pertaining to the identity of the members, and their respective immediate and oblique interests in the Merger, by safety holdings or otherwise, is established forth in the preliminary proxy assertion and will be contained in the definitive proxy statement and other materials to be submitted with the SEC in connection with the Merger (if and when they become readily available). To the extent holdings of securities by potential contributors (or the identification of these types of contributors) have transformed because the details printed in the preliminary proxy assertion, these kinds of data has been or will be mirrored on CoreLogic’s Statements of Modify in Possession on Sorts 3 and 4 submitted with the SEC. You could get totally free copies of these files applying the sources indicated previously mentioned.

George Sard/Robin Weinberg/Devin Broda

Keyword: UNITED STATES NORTH The united states CALIFORNIA

Industry Keyword: Software Construction & House Insurance Knowledge Management Specialist Providers Engineering REIT Household Developing & Serious ESTATE

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PUB: 03/04/2021 06:35 AM/DISC: 03/04/2021 06:35 AM