cogint Announces Business Combination with BlueFocus Creating World-Class Global Marketing Services Company with Spin-Off of Data and Analytics Company and Cash Dividend
Transaction Values Fluent at
cogint Shareholders Expected to Receive Cash Dividend and Shares of Data and Analytics Company Common Stock in Connection with Closing the Business Combination
cogint Shareholders and BlueFocus to Own 37% and 63% respectively of
the
Creates World-Class Global Marketing Services Company Powered by Creative, Digital and Performance Marketing Capabilities
cogint, through its data-driven, performance marketing solutions company
Fluent, has established a leading franchise of differentiated,
innovative products in the digital marketing industry that is highly
complementary to the existing portfolio of BlueFocus. The combination
provides Fluent with an immediate international presence with access to
the world’s leading brands, and delivers differentiated, end-to-end
solutions consisting of Fluent’s unique customer acquisition and
retention capabilities and BlueFocus’s premier agency and creative
services. BlueFocus will retain Fluent’s presence in
As part of the transaction, immediately prior to the closing, cogint
will spin-off its data and analytics operations and assets into a public
company, expected to be listed on NASDAQ, named
“I’m very proud that we have created such an extraordinary value
proposition through this structured transaction,” said
“Fluent is uniquely positioned as the go-to data-driven, performance
marketing company for top brands to engage with customers at massive
scale,” said
Benefits of the Transaction
- Compelling transaction for cogint shareholders: The transaction will deliver a significant and immediate premium to cogint shareholders, with greater value certainty resulting from the combination of cogint’s performance marketing business with BlueFocus’s marketing services companies, as compared to cogint’s performance marketing business’s standalone prospects. cogint’s shareholders will also receive a cash dividend and are also expected to realize substantial additional value from their ownership interest in Red Violet’s spin-off.
- Additional value creation through separation of businesses: As cogint’s risk management and performance marketing businesses have distinct financial and operating characteristics, the separation of the businesses will simplify the management and organization structures of each company, allowing each company to adopt strategies and pursue objectives appropriate to their respective needs to focus more exclusively on improving each company's operations, and to enable the optimization of capital deployment and investment strategies necessary to advance their respective compelling innovation roadmaps. Further, the separation brings greater clarity to the market place as to each company’s core competencies, allowing each company to compete more effectively within their respective markets.
- Greater visibility into cogint businesses: The separation of cogint’s risk management and performance marketing businesses enables investors to better evaluate the financial performance, strategies, and other characteristics of each company. This will permit investors to make investment decisions based on each company's own performance and potential, and enhance the likelihood that the market will value each company appropriately.
cogint shareholders holding in aggregate 58.0% of the Company's common stock have approved, by written consent, the issuance of cogint shares to BlueFocus and other matters relating to the business combination. The company expects to mail to its shareholders an Information Statement describing the business combination in detail. Closing of the transaction is conditioned on the mailing of the Information Statement to cogint shareholders, completion of the spin-off, and appropriate regulatory approvals.
Advisors
Petsky Prunier is acting as exclusive financial advisor to
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.
Note to Investors Concerning Forward-Looking Statements
This press release contains “forward-looking statements,” as that term
is defined under the Private Securities Litigation Reform Act of 1995
(PSLRA), which statements may be identified by words such as “expects,”
“plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,”
“intends,” “estimates,” and other words of similar meaning. Such forward
looking statements include statements relating to the transaction
between cogint and BlueFocus, expected annual revenues and EBITDA of the
combined company, the delivery of a significant and immediate premium to
cogint shareholders, the spin-off of cogint’s data and analytics
operations and assets into a new public company, and the additional
value creation through the separation of such operations and assets.
Additional risks may include the risk that a condition to closing of the
proposed transaction may not be satisfied or that the closing of the
proposed transaction and spin-off might otherwise not occur; the risk
that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions that
are not anticipated; the diversion of management time on
transaction-related issues; the ability to successfully integrate
BlueFocus’s business; the ability to successfully separate cogint’s data
and analytics operations and assets; the risk that the common stock of
Red Violet is not listed on NASDAQ; the risk that the transaction and
its announcement could have an adverse effect on cogint’s and
BlueFocus’s ability to retain customers and retain and hire key
personnel; the risk that any potential synergies from the transaction
may not be fully realized or may take longer to realize than expected,
as well as other non-historical statements about our expectations,
beliefs or intentions regarding our business, technologies and products,
financial condition, strategies or prospects. Readers are cautioned not
to place undue reliance on these forward-looking statements, which are
based on our expectations as of the date of this press release and speak
only as of the date of this press release and are advised to consider
the factors listed above together with the additional factors under the
heading “Forward-Looking Statements” and “Risk Factors” in the Company’s
Annual Report on Form 10-K, as may be supplemented or amended by the
Company’s Quarterly Reports on Form 10-Q and other
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Source:
Cogint, Inc.
Jordyn Kopin, 646-356-8469
Director, Investor
Relations
JKopin@cogint.com