Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”)
today announced the commencement of a tender offer (the “Offer”) to
purchase up to $200 million in aggregate purchase price of its
outstanding shares of common stock, par value $0.0001 per share
(the “Securities”), or such lesser aggregate purchase price of the
Securities as are properly tendered and not properly withdrawn, at
a single per-Security price not greater than $23.75 nor less than
$20.75 per share to the seller in cash, less any applicable
withholding taxes and without interest.
The Company is conducting the Offer by means of a procedure
commonly called a “modified Dutch auction”, which allows
shareholders to select the price, within the range specified above,
and the number of Securities they are willing to sell at that price
(or, should a higher price be determined as the “purchase price,”
such higher price). Based on the number of Securities tendered and
the prices specified by the tendering shareholders, the Company
will determine the lowest price per share within the specified
range that will enable the Company to purchase Securities having an
aggregate purchase price of up to $200 million. If Securities
having an aggregate purchase price of more than $200 million are
tendered in the Offer, the Company may increase the number of
Securities accepted for payment in the Offer by up to 2 percent of
the Securities without extending the Offer.
The Offer is made in accordance with the terms and subject to
the conditions described in the Offer to Purchase, dated March 1,
2024 (the “Offer to Purchase”), and the accompanying Letter of
Transmittal, dated March 1, 2024 (together with the Offer to
Purchase, the “Offer Materials”), as each may be amended or
supplemented from time to time. The Offer will expire at 12:00
Midnight, New York City time, at the end of the day on April 1,
2024 (the “Expiration Date”), unless the Offer is extended or
earlier terminated. Tenders of Securities must be made on or prior
to the Expiration Date and may be withdrawn at any time prior to
the Expiration Date in accordance with the procedures described in
the Offer Materials.
The Company is aware of the discount that its shares trade to
net asset value and appreciates the input from its shareholders on
the importance of share buybacks. The Company believes that the
Offer is consistent with its long-term goal of driving shareholder
value and closing this gap. Further, the Offer also provides a
mechanism for executing the Company’s authorized share repurchase
program more rapidly than would be possible through open market
repurchases. The Company believes that the modified Dutch auction
tender offer provides its shareholders with the opportunity to
tender all or a portion of their Securities, and thereby receive a
return of some or all of their investment in the Company, if they
so elect.
The Offer is not contingent upon the receipt of financing or any
minimum number of Securities being tendered. However, the Offer is
subject to a number of other terms and conditions, which are
described in detail in the Offer to Purchase.
None of the Company, its directors, the dealer manager, the
information agent or the depositary makes any recommendation as to
whether any shareholder should participate or refrain from
participating in the Offer or as to the purchase price or purchase
prices at which shareholders may choose to tender their Securities
in the Offer.
The Offer Materials will be mailed to record holders of
Securities and will be furnished to brokers, dealers, commercial
banks, trust companies, or other nominee shareholders and similar
persons whose names, or the names of whose nominees, appear on the
Company’s shareholder list or, if applicable, who are listed as
participants in a clearing agency’s security position listing for
subsequent transmittal to beneficial owners of the Securities. The
Offer Materials contain important information that holders are
urged to read before any decision is made with respect to the
Offer.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), the Company is filing
with the Securities and Exchange Commission (the “SEC”) an Issuer
Tender Offer Statement on Schedule TO, which contains additional
information with respect to the Offer. The Schedule TO, including
the exhibits and any amendments and supplements thereto, may be
examined, and copies may be obtained, at the SEC’s website at
www.sec.gov.
J.P. Morgan Securities LLC is acting as the dealer manager for
the Offer. For additional information regarding the terms of the
Offer, please contact: J.P. Morgan Securities LLC at (877) 371-5947
(toll-free). To confirm delivery of Securities, please contact D.F.
King & Co., Inc., which is acting as the information agent for
the Offer, at (866) 406-2284 (toll-free) or (212) 257-2468 (banks
and brokers).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER MATERIALS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER IN ANY JURISDICTION WHERE IT
WOULD BE ILLEGAL TO DO SO, PROVIDED THAT THE COMPANY WILL COMPLY
WITH THE REQUIREMENTS OF RULE 13E-4(F)(8) PROMULGATED UNDER THE
EXCHANGE ACT. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE ANY
ACTIONS NECESSARY FOR IT TO MAKE THE OFFER TO STOCKHOLDERS IN ANY
SUCH JURISDICTION IN COMPLIANCE WITH APPLICABLE LAWS. IN ANY
JURISDICTION WHERE THE SECURITIES OR BLUE SKY LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE
DEEMED TO BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED
BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
About Cannae Holdings, Inc.
We primarily acquire interests in operating companies and are
actively engaged in managing and operating a core group of those
companies. We believe that our long-term ownership and active
involvement in the management and operations of companies helps
maximize the value of those businesses for our shareholders. We are
a long-term owner that secures control and governance rights of
other companies primarily to engage in their lines of business and
we have no preset time constraints dictating when we sell or
dispose of our businesses.
Forward-Looking Statements and Risk Factors
This press release, and any related oral statements contain
forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including
statements regarding our expectations, hopes, beliefs, plans,
intentions, or strategies regarding the future are forward-looking
statements. Forward-looking statements are based on management’s
beliefs, as well as assumptions made by, and information currently
available to, management. Because such statements are based on
expectations as to future financial and operating results and are
not statements of fact, actual results may differ materially from
those projected. We undertake no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The risks and uncertainties that
forward-looking statements are subject to include, but are not
limited to: risks associated with our investment in JANA; changes
in general economic, business and political conditions, including
changes in the financial markets and changes in macroeconomic
conditions resulting from the outbreak of a pandemic or escalation
of the current conflict between Russia and Ukraine; risks
associated with the Investment Company Act of 1940; our potential
inability to find suitable acquisition candidates, acquisitions in
lines of business that will not necessarily be limited to our
traditional areas of focus, or difficulties in integrating
acquisitions; significant competition that our operating
subsidiaries face; risks related to the externalization of certain
of our management functions to an external manager; and other
risks.
This press release should be read in conjunction with the risks
detailed in the “Statement Regarding Forward-Looking Information,”
“Risk Factors” and other sections of the Company’s Forms 10-Q, Form
10-K and our other filings with the Securities and Exchange
Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20240229385572/en/
Jamie Lillis Managing Director, Solebury Strategic
Communications (203) 428-3223 jlillis@soleburystrat.com
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