On February 4, 2021, CoreLogic issued a press release announcing that it had entered into an Agreement and Plan of Merger dated February 4, 2021, pursuant to which CoreLogic will be acquired by funds managed by Stone Point Capital and Insight Partners through their subsidiaries Celestial-Saturn Parent Inc. and Celestial Saturn Merger Sub Inc. Under the terms of the Merger Agreement, each CoreLogic stockholder will be entitled to receive $80.00 in cash for each share of CoreLogic common stock they own. The Proposed Transaction is valued at approximately $6 billion.
On March 1, 2021, CoreLogic filed a Schedule 14A Preliminary Proxy Statement with the SEC. The Complaint alleges that the Proxy Statement, which recommends that CoreLogic stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the Company’s financial projections and the financial analyses supporting the fairness opinion provided by the Board’s financial advisor; (ii) the background of the Proposed Transaction; and (iii) potential conflicts of interest faced by Company insiders and the Board's financial advisor.