TORONTO, Oct. 22, 2018 /PRNewswire/ – Symbility Solutions Inc. (“Symbility” or the “Company”), (SY), a all-around software aggregation focused on modernizing the allowance industry, and CoreLogic, Inc. CLGX, -0.11% a arch all-around acreage analytics solutions provider today appear the beheading of an adjustment acceding (the “Agreement”) pursuant to which CoreLogic has agreed to access Symbility Solutions.
CoreLogic currently owns 28% of the Symbility shares (on a non-diluted basis). Beneath the agreement of the Agreement, CoreLogic has agreed to access from anniversary of the holders of Symbility’s outstanding accepted shares (the Shareholders”), the Symbility accepted shares not endemic by CoreLogic or its affiliates, for C$0.615 in banknote for anniversary Symbility share. In addition, all holders of outstanding banal options of Symbility will be advantaged to acquire the “in-the-money” amount of such banal options, beneath applicative withholdings (the “Optionholders” calm with the Shareholders, the “Securityholders”) (the “Transaction”). This represents an accumulated amount on a absolutely adulterated base of about C$159.5 million. This amount represents a 20% exceptional to the 20-day aggregate abounding boilerplate trading amount of Symbility’s accepted shares on the TSXV and a 26% exceptional to the closing amount of Symbility’s accepted shares on the TSXV, as of October 19, 2018.
“CoreLogic has been a admiring boyhood actor and abstracts provider for a cardinal of years and the aggregate of Symbility’s arch claims belvedere and development capabilities with CoreLogic’s incomparable acreage abstracts and analytics is a accustomed change that will account our customers, advisers and shareholders,” declared James Swayze, Chairman and Chief Executive Officer of Symbility.
Symbility’s lath of admiral (the “Board”), afterwards accepting the accepted advocacy of a cardinal lath of the lath comprised alone of absolute admiral (the “Strategic Committee”), and in appointment with its banking and acknowledged advisors, has absolutely bent that the Transaction is in the best interests of Symbility and fair to Securityholders and is absolutely advising that Securityholders vote in favour of the Transaction. Raymond James Ltd. is acting as banking adviser to Symbility for purposes of this Transaction and has delivered a candor assessment to the Cardinal Lath and the Board, that the application to be accustomed by Shareholders pursuant to the Transaction is fair, from a banking point of view, to Shareholders (other than CoreLogic and its affiliates) accountable to assertive assumptions, limitations, and qualifications. In addition, Paradigm Basic Inc. is acting as a banking adviser to the Cardinal Lath and has delivered a candor assessment to the Cardinal Committee, advertence that the application actuality provided pursuant to the Transaction is fair, from a banking point of view, to the Shareholders (other than CoreLogic and its affiliates), accountable to assertive assumptions, limitations, and qualifications. Additionally, Shareholders, including all of its admiral and officers, and assertive cogent shareholders, which collectively ascendancy about 41% of the outstanding accepted shares and 63% of the outstanding options, acquire entered into voting abutment agreements pursuant to which, accountable to the agreement and altitude therein, they acquire committed to vote in favour of the Transaction.
The Transaction will be agitated out by way of a approved plan of adjustment beneath the laws of Alberta and will crave the approval of not beneath than (i) 66�…”% of the votes casting by the Shareholders at a appropriate affair accepted to booty abode in December 2018, (ii) 66�…”% of the votes casting by the Securityholders, voting calm as a class, at the meeting, and (iii) a majority of the votes casting by the Shareholders added than CoreLogic and its affiliates and any added votes that are appropriate to be afar in free such approval in accordance with applicative balance laws. Closing of the Transaction is additionally accountable to assertive added closing conditions, including cloister approval and assertive third affair consents. Further advice apropos the Transaction will be included in the administration proxy annular accepted to be mailed to Shareholders and Optionholders in November. Copies of the Agreement, the administration proxy annular and the voting abutment agreements will be accessible on SEDAR at www.sedar.com. CoreLogic and Symbility ahead that the Transaction will be completed in the fourth division of 2018.
The Acceding is accountable to accepted non-solicitation provisions, including Symbility’s appropriate to accede and acquire unsolicited above proposals that may be submitted by third parties. In the accident of a above proposal, CoreLogic will acquire a bristles business day appropriate to bout the above proposal. In the accident that Symbility gain with the above proposal, it charge pay a abortion fee of C$6.0 actor to CoreLogic.
Symbility believes in creating world-class adventures that abridge business and advance lives. With a history in modernizing allowance claims solutions for the acreage and bloom industries, Symbility has accustomed itself as a accomplice that puts security, ability and chump acquaintance first. Symbility PROPERTY™ brings smarter cerebration to acreage insurance. Our cardinal casework team, Symbility INTERSECT™ empowers a array of businesses with smarter adaptable and IoT artefact development strategy, architecture cerebration and engineering excellence. We advance industries advanced and prove that change for the bigger is absolutely possible. For added information, amuse visit www.symbilitysolutions.com.
CoreLogic is a arch all-around acreage information, analytics and data-enabled solutions provider. The company’s accumulated abstracts from public, accessory and proprietary sources includes over 4.5 billion annal spanning added than 50 years, accouterment abundant advantage of property, mortgages and added encumbrances, customer credit, tenancy, location, hazard accident and accompanying achievement information. The markets CoreLogic serves accommodate absolute acreage and mortgage finance, insurance, basic markets, and the accessible sector. CoreLogic delivers amount to audience through different data, analytics, workflow technology, advising and managed services. Audience await on CoreLogic to advice analyze and administer advance opportunities, advance achievement and abate risk. Headquartered in Irvine, Calif., CoreLogic operates in North America, Western Europe and Asia Pacific. For added information, amuse visit www.corelogic.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This columnist absolution may accommodate advanced statements with account to the Company, its articles and operations and the advised financing. These statements about can be articular by use of advanced attractive words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the abrogating thereof or agnate variations. The absolute after-effects and achievement of the Aggregation discussed herein could alter materially from those bidding or adumbrated by such statements. Such statements are able in their absoluteness by the inherent risks and uncertainties surrounding approaching expectations. Important factors that could account absolute after-effects to alter materially from expectations include, amid added things, accepted bread-and-er and bazaar factors, competition, changes in government regulations, and the factors declared beneath “Risk Factors” in the Management’s Discussion and Analysis and Annual Advice Form of the Aggregation which are accessible at www.sedar.com. The cautionary statements authorize all advanced statements attributable to the Aggregation and bodies acting on their behalf. Unless contrarily stated, all advanced statements allege alone as of the date of this columnist absolution and the Aggregation has no obligation to amend such statements.
Neither TSX Venture Exchange nor its Regulation Casework Provider (as that appellation is authentic in the behavior of the TSX Venture Exchange) accepts albatross for the capability or accurateness of this release.
All barter names are the acreage of their corresponding owners.
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SOURCE Symbility Solutions Inc.
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