Cannae Holdings, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer

Cannae Holdings, Inc. (NYSE: CNNE) (“Cannae” or the “Company”) today announced preliminary results of its modified “Dutch auction” tender offer (the “Offer”) to purchase up to $200 million in aggregate purchase price of its outstanding shares of common stock, par value $0.0001 per share (each, a “Share”), at a single per-Share price not greater than $23.75 nor less than $20.75 per share. The Offer expired at 12:00 midnight, New York City time, at the end of the day on April 1, 2024.

Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the Offer (the “Depositary”), a total of 9,682,505 Shares were properly tendered and not properly withdrawn at or below a purchase price of $22.95 per Share, including 1,500,367 Shares that were tendered by notice of guaranteed delivery.

In accordance with the terms and conditions of the Offer, and based on the preliminary count by the Depositary, Cannae expects to purchase all 9,682,505 Shares at a price of $22.95 per Share, for an aggregate cost of approximately $222.2 million, excluding fees and expenses relating to the Offer. Included in the 9,682,505 Shares Cannae expects to accept for purchase in the Offer are approximately 967,908 Shares that Cannae has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding Shares. As Cannae expects to accept for purchase all of the Shares that were validly tendered and not validly withdrawn at or below the price of $22.95 per Share, Cannae expects there will be no proration factor. The total of 9,682,505 Shares that the Company expects to purchase represents approximately 13.4% of Cannae’s shares currently outstanding as of April 1, 2024.

The number of Shares to be purchased are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two business day settlement period. The final number of Shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the Shares accepted for purchase pursuant to the Offer will occur promptly thereafter.