BOCA RATON, Fla.--(BUSINESS WIRE)--Cogint, Inc. (NASDAQ: COGT), a leading provider of information and performance marketing solutions, today announced its plan to spin-off its data and analytics business, Red Violet, earlier than previously anticipated. As the Company works towards the closing of its business combination with BlueFocus International Limited, including meeting the remaining closing conditions and obtaining all regulatory approvals, the Company expects to announce a record date for the spin-off within the next 30 days, subject to the SEC's clearance of the Red Violet Registration Statement on Form 10 and meeting all other conditions to the spin-off. The Company'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. Upon the spin-off, Red Violet expects to have approximately $20 million in cash and no debt.
“cogint experienced yet another breakthrough year in 2017 and an even stronger start to 2018,” said Derek Dubner, CEO of cogint. “We are so confident in the spin-off path we are taking and the expected increase in shareholder value, that we are announcing today that we will be accelerating the spin-off of Red Violet. This spin-off will enable the investment community to more appropriately value our businesses, provide greater insight into the financial performance of each, will enable each business to make decisions best for its respective interests, including capital deployment, and will permit both to compete more effectively in their respective industries.”
Post spin-off, the Company expects cogint, which will include its digital marketing company, Fluent, to be profitable from day one. Fluent will continue to provide industry-leading, people-based digital marketing and customer acquisition to leading consumer brands and direct marketers, leveraging its mobile-first platform and performance-based model.
Red Violet, a software and services company specializing in big data analysis, will provide cloud-based, mission-critical information solutions to enterprises in a variety of industries, not only in the $8+ billion North American risk analytics market, but in other emerging and expansive technology-driven markets that require identity verification and other risk mitigation solutions, including mobile identity authentication and enterprise-oriented blockchain.
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.
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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 are subject to risks and uncertainties that are often difficult to predict, are beyond our control and which may cause results to differ materially from expectations, including whether we will announce a spin-off record date in the next 30 days; whether the spin-off dividend will be between one share of Red Violet common stock to every four to five shares of Cogint common stock; whether we will be able to complete the Red Violet spin-off in a timely manner, if at all; whether any benefits of the Red Violet spin-off will be achieved; and whether we will be able to close the business combination with BlueFocus International Limited. 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 SEC filings. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.