Post by icemandios on Sept 29, 2017 2:41:43 GMT
Exhibit 99.1
COGINT, INC.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431
September 28, 2017
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF STOCKHOLDERS
To Our Stockholders:
On September 7, 2017, we announced a very exciting transaction whereby Cogint, Inc., a Delaware corporation (the “Company”) agreed to a business combination with BlueFocus International Limited, a private company limited by shares registered in Hong Kong (“BlueFocus”), which will create a world-class, global marketing services company and provide our stockholders the opportunity to hold shares in two publicly-traded companies as well as receive a cash dividend. As required by Delaware law, we are providing you this Notice of Action Taken By Written Consent of Stockholders.
On September 6, 2017, the Company entered into a Business Combination Agreement (the “Agreement”) with BlueFocus. Under the terms of the Agreement, the Company will issue to BlueFocus shares of the Company’s common stock, par value $0.0005 per share (the “Common Stock”), representing 63.0% of the Company’s (NASDAQ: COGT) issued and outstanding Common Stock on a fully diluted, post-transaction basis (the “Purchased Shares”). In consideration of the Purchased Shares, BlueFocus will contribute to the Company (i) all of the equity interests of (a) Vision 7 International Inc., a Canadian company (“V7”), (b) We Are Very Social Limited, a limited company domiciled and incorporated in England and Wales (“WAVS”), (c) Indigo Social, LLC, a Delaware limited liability company (“Indigo”), and (d) any entity BlueFocus acquires from the date of the Agreement to the closing of the Transaction (as defined below) that is a “Permitted Acquisition,” as such term is defined in the Agreement (together with V7, WAVS, and Indigo, the “Contributed Entities”) and (ii) (a) $100 million in cash, the proceeds of which the Company will use to (x) provide Red Violet (as defined below) up to $20 million as working capital, (y) pay off certain Transaction-related expenses, and (z) pay cash, as a dividend to holders of Common Stock and, as otherwise required, to holders of other Company securities (together with the Common Stock, the “Company Securities”) as of a record date (the “Record Date”) to be determined by the Company’s Board of Directors (the “Board”) and (b) cash, equal to any working capital shortfall of the Contributed Entities when compared to the normalized net working capital of such entities (we refer to the contributions in (ii)(a) and (ii)(b) together as the “Cash Consideration”). We refer to the issuance of the Purchased Shares in consideration of the contribution of the Contributed Entities and the Cash Consideration as the “Transaction.”
Completion of the Transaction is subject to customary regulatory approvals, including, but not limited to, approval under the Hart-Scott-Rodino Act and approval by the Committee on Foreign Investment in the United States. In addition, completion of the Transaction is subject to the Company completing a spin-off of its risk management business as a separate public company (such company, “Red Violet”), whereby all shares of Red Violet common stock will be distributed to holders of Company Securities pro rata on a fully diluted basis and at a ratio to be determined by the Board. The distribution of shares of Red Violet common stock will occur on the same day as, and immediately before, the closing of the Transaction (the “Closing”).
In connection with the Transaction, the Company will take the following additional actions, immediately before or at Closing and conditioned thereon:
(1) amend and restate the Company’s certificate of incorporation (the “Amended and Restated Charter”) to, among other things, (i) increase the number of authorized shares of Common Stock to provide for the issuance of the Purchased Shares, (ii) permit stockholders of the Company holding sufficient Common Stock to take an action in a stockholder meeting to take such action by written consent in lieu of a meeting as long as BlueFocus continues to own at least a majority of the issued and outstanding shares of Common Stock, and (iii) provide for an understanding with respect to corporate opportunities and related matters between the Company and BlueFocus following the Closing; and
(2) subsequently amend the Amended and Restated Charter to, at the discretion of the Board, effect a reverse stock split of the Company’s Common Stock within the range of one for two and one for four (the “Stock Split”), with the exact ratio to be determined by the Board before Closing.
In addition, the Board and the Company’s Compensation Committee have approved an increase in the number of shares eligible for issuance under the Company’s 2015 Stock Equity Plan (the “Plan”) by 1,000,000 shares resulting in an aggregate of 13,500,000 shares issuable under the Plan.
Note: As long as COGT stays above $5 pps, the necessity of a R/S would seem to be nonexistent.
www.sec.gov/Archives/edgar/data/1460329/000119312517297872/d465029d8k.htm
COGINT, INC.
2650 North Military Trail, Suite 300
Boca Raton, Florida 33431
September 28, 2017
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF STOCKHOLDERS
To Our Stockholders:
On September 7, 2017, we announced a very exciting transaction whereby Cogint, Inc., a Delaware corporation (the “Company”) agreed to a business combination with BlueFocus International Limited, a private company limited by shares registered in Hong Kong (“BlueFocus”), which will create a world-class, global marketing services company and provide our stockholders the opportunity to hold shares in two publicly-traded companies as well as receive a cash dividend. As required by Delaware law, we are providing you this Notice of Action Taken By Written Consent of Stockholders.
On September 6, 2017, the Company entered into a Business Combination Agreement (the “Agreement”) with BlueFocus. Under the terms of the Agreement, the Company will issue to BlueFocus shares of the Company’s common stock, par value $0.0005 per share (the “Common Stock”), representing 63.0% of the Company’s (NASDAQ: COGT) issued and outstanding Common Stock on a fully diluted, post-transaction basis (the “Purchased Shares”). In consideration of the Purchased Shares, BlueFocus will contribute to the Company (i) all of the equity interests of (a) Vision 7 International Inc., a Canadian company (“V7”), (b) We Are Very Social Limited, a limited company domiciled and incorporated in England and Wales (“WAVS”), (c) Indigo Social, LLC, a Delaware limited liability company (“Indigo”), and (d) any entity BlueFocus acquires from the date of the Agreement to the closing of the Transaction (as defined below) that is a “Permitted Acquisition,” as such term is defined in the Agreement (together with V7, WAVS, and Indigo, the “Contributed Entities”) and (ii) (a) $100 million in cash, the proceeds of which the Company will use to (x) provide Red Violet (as defined below) up to $20 million as working capital, (y) pay off certain Transaction-related expenses, and (z) pay cash, as a dividend to holders of Common Stock and, as otherwise required, to holders of other Company securities (together with the Common Stock, the “Company Securities”) as of a record date (the “Record Date”) to be determined by the Company’s Board of Directors (the “Board”) and (b) cash, equal to any working capital shortfall of the Contributed Entities when compared to the normalized net working capital of such entities (we refer to the contributions in (ii)(a) and (ii)(b) together as the “Cash Consideration”). We refer to the issuance of the Purchased Shares in consideration of the contribution of the Contributed Entities and the Cash Consideration as the “Transaction.”
Completion of the Transaction is subject to customary regulatory approvals, including, but not limited to, approval under the Hart-Scott-Rodino Act and approval by the Committee on Foreign Investment in the United States. In addition, completion of the Transaction is subject to the Company completing a spin-off of its risk management business as a separate public company (such company, “Red Violet”), whereby all shares of Red Violet common stock will be distributed to holders of Company Securities pro rata on a fully diluted basis and at a ratio to be determined by the Board. The distribution of shares of Red Violet common stock will occur on the same day as, and immediately before, the closing of the Transaction (the “Closing”).
In connection with the Transaction, the Company will take the following additional actions, immediately before or at Closing and conditioned thereon:
(1) amend and restate the Company’s certificate of incorporation (the “Amended and Restated Charter”) to, among other things, (i) increase the number of authorized shares of Common Stock to provide for the issuance of the Purchased Shares, (ii) permit stockholders of the Company holding sufficient Common Stock to take an action in a stockholder meeting to take such action by written consent in lieu of a meeting as long as BlueFocus continues to own at least a majority of the issued and outstanding shares of Common Stock, and (iii) provide for an understanding with respect to corporate opportunities and related matters between the Company and BlueFocus following the Closing; and
(2) subsequently amend the Amended and Restated Charter to, at the discretion of the Board, effect a reverse stock split of the Company’s Common Stock within the range of one for two and one for four (the “Stock Split”), with the exact ratio to be determined by the Board before Closing.
In addition, the Board and the Company’s Compensation Committee have approved an increase in the number of shares eligible for issuance under the Company’s 2015 Stock Equity Plan (the “Plan”) by 1,000,000 shares resulting in an aggregate of 13,500,000 shares issuable under the Plan.
Note: As long as COGT stays above $5 pps, the necessity of a R/S would seem to be nonexistent.
www.sec.gov/Archives/edgar/data/1460329/000119312517297872/d465029d8k.htm
