COGT: Chinese Deal DOA; Red Violet Spinoff Still On
Feb 21, 2018 14:26:20 GMT
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Post by icemandios on Feb 21, 2018 14:26:20 GMT
cogint Announces Update on Business Combination with BlueFocus and Spin-Off of Data and Analytics Company and Provides Business Update
BOCA RATON, Fla.
Cogint, Inc. (NASDAQ: COGT) today announced an update to the transaction previously entered into with BlueFocus International Limited (“BlueFocus”). cogint had entered into a business combination with BlueFocus under which cogint and BlueFocus were to combine their businesses and cogint would spin-off its data and analytics business, Red Violet, into a separate public company. As a condition to closing the transaction, the parties sought regulatory approval by the Committee on Foreign Investment in the United States (CFIUS).
As a result of the political climate regarding Chinese-based acquirers of U.S. companies, CFIUS has indicated its unwillingness to approve the transaction. Therefore, the parties have withdrawn their application and terminated the business combination agreement. cogint will continue with the accelerated spin-off of Red Violet, and expects to announce a record date for the spin-off within the next few weeks, subject to the SEC's clearance of the Red Violet Registration Statement on Form 10 and meeting all other conditions to the spin-off. cogint's Board of Directors has authorized management to establish a record date for the spin-off at the time all such conditions have been met and expects to declare a spin-off dividend of one share of Red Violet common stock for every four to five shares of cogint common stock held on the record date, subject to the requirements of the Delaware General Corporation Law.
“Despite a seamless CFIUS review process over the last several months, CFIUS has indicated its unwillingness to approve the transaction,” said Derek Dubner, CEO of cogint. “Undeterred by this decision stemming from the political climate surrounding China-based acquirers, we are committed to continuing to create shareholder value and proceeding with the spin-off of our data and analytics business, Red Violet, into an independent publicly-traded company and expect to distribute the shares to our shareholders as a dividend.”
“Additionally, our digital marketing business, Fluent, which we believe today is more valuable than the $415 million valuation assigned by the BlueFocus transaction, will be 100% owned by our shareholders, as a standalone public company, as opposed to 37% owned as originally contemplated by the BlueFocus transaction. While we will not be providing the associated cash dividend with the transaction, our shareholders will own 100% of two very valuable public companies. We are of the firm belief that the sum of the parts is worth greater than the valuation assigned to our company by today’s market.”
Upon the spin-off, Red Violet expects to have approximately $20 million in cash and no debt. Post spin-off, the Company expects Fluent to be profitable from day one.
Given Fluent’s performance in 2017 and year-to-date, the Company is providing full-year 2018 guidance for Fluent alone, as a standalone public company, of $238 - $245 million in revenue and $38 - $45 million in EBITDA.
About cogint™
At cogint, we believe that time is your most valuable asset. Through powerful analytics, we transform data into intelligence, in a fast and efficient manner, so that our clients can spend their time on what matters most – running their organizations with confidence. Through leading-edge, proprietary technology and a massive data repository, our data and analytical solutions harness the power of data fusion, uncovering the relevance of disparate data points and converting them into comprehensive and insightful views of people, businesses, assets and their interrelationships. We empower clients across markets and industries to better execute all aspects of their business, from managing risk, conducting investigations, identifying fraud and abuse, and collecting debts, to identifying and acquiring new customers. At cogint, we are dedicated to making the world a safer place, to reducing the cost of doing business, and to enhancing the consumer experience.
BOCA RATON, Fla.
Cogint, Inc. (NASDAQ: COGT) today announced an update to the transaction previously entered into with BlueFocus International Limited (“BlueFocus”). cogint had entered into a business combination with BlueFocus under which cogint and BlueFocus were to combine their businesses and cogint would spin-off its data and analytics business, Red Violet, into a separate public company. As a condition to closing the transaction, the parties sought regulatory approval by the Committee on Foreign Investment in the United States (CFIUS).
As a result of the political climate regarding Chinese-based acquirers of U.S. companies, CFIUS has indicated its unwillingness to approve the transaction. Therefore, the parties have withdrawn their application and terminated the business combination agreement. cogint will continue with the accelerated spin-off of Red Violet, and expects to announce a record date for the spin-off within the next few weeks, subject to the SEC's clearance of the Red Violet Registration Statement on Form 10 and meeting all other conditions to the spin-off. cogint's Board of Directors has authorized management to establish a record date for the spin-off at the time all such conditions have been met and expects to declare a spin-off dividend of one share of Red Violet common stock for every four to five shares of cogint common stock held on the record date, subject to the requirements of the Delaware General Corporation Law.
“Despite a seamless CFIUS review process over the last several months, CFIUS has indicated its unwillingness to approve the transaction,” said Derek Dubner, CEO of cogint. “Undeterred by this decision stemming from the political climate surrounding China-based acquirers, we are committed to continuing to create shareholder value and proceeding with the spin-off of our data and analytics business, Red Violet, into an independent publicly-traded company and expect to distribute the shares to our shareholders as a dividend.”
“Additionally, our digital marketing business, Fluent, which we believe today is more valuable than the $415 million valuation assigned by the BlueFocus transaction, will be 100% owned by our shareholders, as a standalone public company, as opposed to 37% owned as originally contemplated by the BlueFocus transaction. While we will not be providing the associated cash dividend with the transaction, our shareholders will own 100% of two very valuable public companies. We are of the firm belief that the sum of the parts is worth greater than the valuation assigned to our company by today’s market.”
Upon the spin-off, Red Violet expects to have approximately $20 million in cash and no debt. Post spin-off, the Company expects Fluent to be profitable from day one.
Given Fluent’s performance in 2017 and year-to-date, the Company is providing full-year 2018 guidance for Fluent alone, as a standalone public company, of $238 - $245 million in revenue and $38 - $45 million in EBITDA.
About cogint™
At cogint, we believe that time is your most valuable asset. Through powerful analytics, we transform data into intelligence, in a fast and efficient manner, so that our clients can spend their time on what matters most – running their organizations with confidence. Through leading-edge, proprietary technology and a massive data repository, our data and analytical solutions harness the power of data fusion, uncovering the relevance of disparate data points and converting them into comprehensive and insightful views of people, businesses, assets and their interrelationships. We empower clients across markets and industries to better execute all aspects of their business, from managing risk, conducting investigations, identifying fraud and abuse, and collecting debts, to identifying and acquiring new customers. At cogint, we are dedicated to making the world a safer place, to reducing the cost of doing business, and to enhancing the consumer experience.