Status:  Review

 

Acquirer:  BlueFocus International Limited (Hong Kong SAR, China)

Acquired:  Cogint, Inc. (US)

Value:  Approx. US$100 million and non-cash consideration

Industry:  Information Technology; Network and Data Solutions


UPDATE:  Cogint, Inc., in relation to the acquisition by BlueFocus International Limited of 63% of the issued and outstanding shares of Cogint common stock, issued a statement to its stockholders that CFIUS “formal notice requesting approval was provided on November 14, 2017.” (Cogint, Inc., Pre Schedule 14C, Nov. 30, 2017, SEC Filing.)   CFIUS approval is a condition to closing.  (Id.)


Posted on November 16, 2017

Status: Pending

During a November 8, 2017 Earnings Call, the Chief Executive Officer of Cogint, Inc., Derek Dubner, explained that the parties are “working through the various closing conditions” in relation to the proposed transaction where “BlueFocus International will own 63% of the combined company on a fully diluted basis.”  (Cogint, Inc. Q3 2017 Earnings Call, Form 8-K, Ex-99.2, SEC Filing, Nov. 8, 2017.)  As to the CFIUS condition, he explained that the parties “are in the CFIUS process” and “expect the transaction to close in the first quarter of 2018.” (Id.)


Posted on September 9, 2017

Status: Upcoming/New Filing

On September 6, 2017, Cogint, Inc., a Delaware corporation providing various data solutions for marketing, risk management, and custom data analytics, entered into a Business Combination Agreement with BlueFocus International Limited, a company registered in Hong Kong that operates various telecommunications related businesses in China and globally.  (See Cogint Form 8-K, Sept. 7, 2017, SEC Filing; see also BlueFocus website showing its portfolio companies.)  Under the Business Combination Agreement, BlueFocus International will acquire 63% of Cogint’s Common Stock and, in exchange, contribute to Cogint $100 million in cash and the entire membership interests of certain existing BlueFocus subsidiaries (Vision 7 International Inc., a Canadian company; We Are Very Social Limited, a limited company domiciled and incorporated in England and Wales; and Indigo Social, LLC, a Delaware limited liability company).  (See id.)  Prior to closing the Business Combination Agreement, Cogint will contribute its data and analytics business assets (known as the “IDI Business”) to its wholly-owned subsidiary, Red Violet, Inc., and spin off the shares of Red Violet to Cogint stockholders pursuant to a Separation Agreement between Cogint and Red Violet.  (See Separation Agreement at id., Ex-10.3.)  CFIUS Approval is a condition to closing the acquisition, and the agreement calls for the filing of a draft CFIUS notification no later than 30 business days from the date of the Business Combination Agreement (See Sections 7.1(g), 6.20, Business Combination Agreement at id., Ex-2.1.)