Cannae Holdings, Inc. CNNE

election_required = True...es, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Final Purchase Price and do not validly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Once I have tendered Shares in the Offer, may I withdraw my tendered Shares? Yes. You may withdraw any Shares you have tendered at any time before 12:00 Midnight, New York City t...

expiry = 2024-04-01.... Up to $200 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $23.75 per Share Nor Less than $20.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON APRIL 1, 2024, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Cannae Holdings, Inc., a Delaware corporation (the “Company,” “Cannae,” “we,” “us” or “our”), invites our stockholders to tender up to $200...

listed = True...payment to the tendering stockholders. See Section 5. THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “CNNE.” We announced our intention to make the Offer at a price not greater than $23.75 nor less than $20.75 per Share after the market closed on February 21, 2024. On February 21, 2024, the last trading day before that announcement, the last reported sale price of the Shares was $20.08 per share. On February 29, 2024,...

mechanism = DUTCH...provides a mechanism for executing the Company’s authorized Share Repurchase Programs more rapidly than would be possible through open market repurchases. Our Board of Directors discussed with management and the Company’s financial advisors the benefits of a “modified Dutch auction” tender offer as a mechanism for repurchasing Shares and considered the recent market prices of the Company’s Shares. Based upon the foregoing, our Board of Directors determined that it is in the best interests of the Company and its stockholders to repurchase Shares and approved a Share repurchase by the Company through a “modified Dutc...

must_tender_all = True...e for book-entry transfer set forth in Section 3. In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, we will purchase all odd lots of less than 100 Shares at the Final Purchase Price from stockholders who validly tender all of their Shares at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); • second, after purchasing all the odd lots that were validly tendered at or...

price = USD 20.75-23.75...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $20.75 to $23.75 per Share. We will select the single lowest purchase price (in increments of $0.10), not greater than $23.75 nor less than $20.75 per Share, that will allow us to purchase up to $200 million in value of Shares at such p...

threshold = 100...on in value of Shares in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. The term “odd lots” means all the Shares tendered by any person who owned beneficially or of record an aggregate of fewer than 100 Shares (an “Odd Lot Holder”) and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. Odd lots will be accepted for payment before any proration of the purchase of other tendered Shares. This priority is not available to partial -14- Table of Contents tenders or to beneficial or record hol...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d752033dex99a1i.htm EX-99.(A)(1)(I) EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase by Cannae Holdings, Inc. Up to $200 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $23.75 per Share Nor Less than $20.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON APRIL 1, 2024, UNLESS THE OFFER IS EXTEN...