CoreLogic to Acquire Symbility Solutions
Bill Sinn | November 05, 2018
Symbility Solutions Inc. (“Symbility” or the “Company”), (TSXV: SY), a global software company focused on modernizing the insurance industry, and CoreLogic, Inc. (NYSE: CLGX), a leading global property analytics solutions provider today announced the execution of an arrangement agreement (the “Agreement”) pursuant to which CoreLogic has agreed to acquire Symbility Solutions.
CoreLogic currently owns 28% of the Symbility shares (on a non-diluted basis). Under the terms of the Agreement, CoreLogic has agreed to acquire from each of the holders of Symbility’s outstanding common shares (the Shareholders”), the Symbility common shares not owned by CoreLogic or its affiliates, for C$0.615 in cash for each Symbility share. In addition, all holders of outstanding stock options of Symbility will be entitled to receive the “in-the-money” value of such stock options, less applicable withholdings (the “Optionholders” together with the Shareholders, the “Securityholders”) (the “Transaction”). This represents an aggregate value on a fully diluted basis of approximately C$159.5 million. This price represents a 20% premium to the 20-day volume weighted average trading price of Symbility’s common shares on the TSXV and a 26% premium to the closing price of Symbility’s common shares on the TSXV, as of October 19, 2018.
“CoreLogic has been a supportive minority shareholder and data provider for a number of years and the combination of Symbility’s leading claims platform and development capabilities with CoreLogic’s unmatched property data and analytics is a natural evolution that will benefit our customers, employees and shareholders,” stated James Swayze, Chairman and Chief Executive Officer of Symbility.
Symbility’s board of directors (the “Board”), after receiving the unanimous recommendation of a strategic committee of the board comprised solely of independent directors (the “Strategic Committee”), and in consultation with its financial and legal advisors, has unanimously determined that the Transaction is in the best interests of Symbility and fair to Securityholders and is unanimously recommending that Securityholders vote in favour of the Transaction. Raymond James Ltd. is acting as financial advisor to Symbility for purposes of this Transaction and has delivered a fairness opinion to the Strategic Committee and the Board, that the consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders (other than CoreLogic and its affiliates) subject to certain assumptions, limitations, and qualifications. In addition, Paradigm Capital Inc. is acting as a financial adviser to the Strategic Committee and has delivered a fairness opinion to the Strategic Committee, stating that the consideration being provided pursuant to the Transaction is fair, from a financial point of view, to the Shareholders (other than CoreLogic and its affiliates), subject to certain assumptions, limitations, and qualifications. Additionally, Shareholders, including all of its directors and officers, and certain significant shareholders, which collectively control approximately 41% of the outstanding common shares and 63% of the outstanding options, have entered into voting support agreements pursuant to which, subject to the terms and conditions therein, they have committed to vote in favour of the Transaction.
The Transaction will be carried out by way of a statutory plan of arrangement under the laws of Alberta and will require the approval of not less than (i) 66⅔% of the votes cast by the Shareholders at a special meeting expected to take place in December 2018, (ii) 66⅔% of the votes cast by the Securityholders, voting together as a class, at the meeting, and (iii) a majority of the votes cast by the Shareholders other than CoreLogic and its affiliates and any other votes that are required to be excluded in determining such approval in accordance with applicable securities laws. Closing of the Transaction is also subject to certain other closing conditions, including court approval and certain third party consents. Further information regarding the Transaction will be included in the management proxy circular expected to be mailed to Shareholders and Optionholders in November. Copies of the Agreement, the management proxy circular and the voting support agreements will be available on SEDAR at www.sedar.com. CoreLogic and Symbility anticipate that the Transaction will be completed in the fourth quarter of 2018.
The Agreement is subject to customary non-solicitation provisions, including Symbility’s right to consider and accept unsolicited superior proposals that may be submitted by third parties. In the event of a superior proposal, CoreLogic will have a five business day right to match the superior proposal. In the event that Symbility proceeds with the superior proposal, it must pay a termination fee of C$6.0 million to CoreLogic.
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