cogint Announces Record Date and Distribution Date for Spin-off of Data and Analytics Business
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
Investor Relations Contact:
Alex Partners, LLC
Scott Wilfong, 425-242-0891