BOCA RATON, Fla.--(BUSINESS WIRE)--Cogint, Inc. (NASDAQ: COGT) announced today that its Board of Directors has established March 19, 2018 as the record date (the “Record Date”) and March 26, 2018 as the distribution date (“Distribution Date”) for its previously announced spin-off of its data and analytics subsidiary, Red Violet, Inc. (“Red Violet”).
The spin-off will occur by way of a dividend of one share of Red Violet common stock for every six shares of cogint common stock held on the Record Date. Following the Distribution Date, Red Violet will be an independent, publicly-traded company listed on the NASDAQ under the symbol “RDVT.” cogint common stock will continue to trade on the NASDAQ under the ticker symbol “COGT.”
Before the Distribution Date, cogint will distribute all of the outstanding shares of Red Violet common stock to the distribution agent for distribution to cogint shareholders and certain warrant holders. Upon the Distribution Date, cogint, with the assistance of the distribution agent, will electronically issue shares of Red Violet common stock to shareholders of cogint. cogint shareholders are not required to take any action to receive Red Violet common stock and they will not be required to surrender or exchange their cogint common stock for Red Violet shares.
Fractional shares of Red Violet common stock will not be distributed, and instead cogint shareholders will receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the distribution. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.
Red Violet common stock will trade on a “when issued” basis (identified by the letter “v” at the end of the trading symbol - RDVTV) beginning one trading day before the Record Date (on March 16, 2018) and continuing through the Distribution Date. cogint common stock will continue to trade “regular way,” reflecting the combined value of cogint and Red Violet until the Distribution Date and also on a “when issued” basis (identified by the letter “v” at the end of the ticker symbol – COGTV) reflecting the value of cogint as a standalone entity through the Distribution Date. “Regular way” trading in Red Violet common stock will begin on the first trading day after the Distribution Date.
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 whether we will complete the spin-off as described in this press release and in Red Violet’s Registration Statement on Form 10, as amended. 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, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospect. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.