BlueFocus International and Cogint Announce Agreement to Combine Businesses
Creates World-Class Global Marketing Services Company Powered by Creative, Digital and Performance Marketing Capabilities
BlueFocus to own 63% of the combined company on a fully diluted basis;
The combined company is expected to be listed on NASDAQ
BlueFocus is contributing its largest international assets including
BlueFocus will own 63% of the combined company on a fully-diluted basis. Existing
When the deal is closed, each of the brands will continue to operate as separate entities with their own management teams under the existing
The combined revenue is in excess of
Fluent’s digital performance marketing platform and insight engine are expected to bolster the already strong North American capabilities of
In turn, the combination of capabilities with
As part of the transaction, but not involving BlueFocus, immediately prior to the closing,
The shares of Red Violet will be distributed to Cogint’s pre-closing shareholders as a stock dividend as of the record date to be determined, contingent upon closing of the transaction.
“In today’s world our clients require more transparency, accuracy and clear-measured ROI when carrying out marketing. Fluent is exceptionally positioned with a proven track record. Its performance-based approach and digital-driven capability will continuously generate insights in demand by CMOs and business leaders.
“This remarkable partnership with Fluent will accelerate the great progress of the BlueFocus agency brands such as Cossette, Citizen, Vision7 Media, The Camps Collective, and We Are Social, all of which have been growing their businesses and reputations tremendously.
“We are confident that the combination businesses announced today will create a new kind of marketing services company, in line with BlueFocus’ overall vision of building an intelligent branding communication group globally.”
“We could not be more excited about the opportunity that lies ahead to bring new capabilities and innovation to our clients and partners on a global basis. Our soon-to-be sister companies are award-winning firms with blue-chip rosters, which offer best-in-class services spanning branding and creative, CRM, digital production, social media, influencer marketing, public relations and more. Paired with Fluent’s industry-leading performance marketing platform and expertise, we are poised to create one of the world’s largest marketing services organizations with a truly differentiated and powerful offering.”
The transaction remains subject to customary closing conditions, including receipt of required regulatory approvals.
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 expected benefits of the transaction to cogint shareholders, the spin-off of cogint’s data and analytics operations and assets into a new public company, and the expected benefits of 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 or be delayed; 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 the businesses to be contributed by BlueFocus with the Fluent 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
FOR MEDIA QUESTIONS:
Citizen Relations (a subsidiary of BlueFocus)
Erin Dupree, 212-613-4902
FOR INVESTOR QUESTIONS:
Cogint (Cogint investors - see also investor website)
Jordyn Kopin, 646-356-8469