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BOSTON (Reuters) – Proxy adviser Institutional Shareholder Services said on Friday that CoreLogic Inc (N:CLGX) shareholders should elect three of investor group Cannae Holdings (N:CNNE) and Senator Investment Group’s nominees as more bidders try to buy the company.
ISS backed the dissident group’s nominees Steve Albrecht, Wendy Lane and Henry Winship, citing their independence, expertise in evaluating mergers and acquisitions, and ability to contribute better governance at the U.S. property data and analytics group. They should replace CoreLogic’s three longest-serving directors on its 12-member board at the Nov. 17 meeting, the report said.
ISS issued its recommendation only days after CoStar Group (NASDAQ:CSGP) and a private equity consortium led by Warburg Pincus and GTCR emerged as bidders to purchase CoreLogic four months after Cannae and Senator first proposed to buy it.
New directors could monitor a sales process after suitors this week submitted expressions of interest for more than $80 a share, far above Cannae and Senator’s $66 a share offer.
CoreLogic’s shares closed at $76.93 on Friday and have climbed 12% in the last five days.
“Shareholders would benefit from the presence of new directors to ensure that the engagement with potential acquirers is managed to maximize value, especially considering the auspicious timing of the new indications of interest and the dissidents’ apparent role in encouraging other bidders to emerge,” the ISS report said.
The battle between CoreLogic and Cannae and Senator is becoming one of the season’s most hotly contested with the investor group criticizing the company’s financial performance and stewardship while the company said the investors’ takeover bid is too low.
Cannae and Senator propose to replace nine board members and pointed to recent exits by top 10 CoreLogic shareholders as evidence that investors expect a sale of the company.
ISS criticized CoreLogic’s “substantial” underperformance and worried that the board “has yet to demonstrate a commitment to running a fair process.”
It also frowned on Chairman Paul Folino’s “stutter steps in the board’s handling of recent inbound interest,” but stopped short of recommending that shareholders remove him.
Folino said ISS “reached the wrong conclusion in its recommendation for three Senator/Cannae nominees.” Current directors have created value for shareholders and the board is engaging with potential bidders for the company, he said, urging shareholders to reject Cannae/Senator nominees so that current directors can continue “ongoing efforts to maximize shareholder value.”
