Offer to Purchase
OFFER EXPIRED // PRELIMINARY RESULTS
Cannae Holdings, Inc.
| Issuer Name | Cannae Holdings, Inc. |
| Security Name | Common Stock, par value $0.0001 per share |
| Security Ticker Symbol | CNNE |
| Exchange | NYSE |
| Security CUSIP | 13765N107 |
| Purchase Type | Dutch Offer |
| Terms | Cash |
| Terms Summary | 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, in cash, less any applicable withholding taxes and without interest |
| Quantity | Other |
| Partial Quantity | Up to $200 Million in value |
| Purchaser | Cannae Holdings, Inc. |
| Expiration Date | April 1, 2024 |
| Expiration Time | 12:00 Midnight, New York City time, at the end of the day |
| Withdrawal Date | April 1, 2024 |
| Guaranteed Delivery Period | Within Two NYSE Trading Days |
| Reference | Offer Material dated March 1, 2024 |
| Transfer / Depositary Agent | Continental Stock Transfer & Trust Company |
| Information Agent | D.F. King & Co., Inc. |
| Dealer Manager | J.P. Morgan Securities LLC |
PRELIMINARY RESULTS
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the depositary for the Offer (the "Depositary"), a total of 9,682,505 Shares were properly tendered and not properly withdrawn at or below a purchase price of $22.95 per Share, including 1,500,367 Shares that were tendered by notice of guaranteed delivery.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 As Cannae expects to accept for purchase all of the Shares that were validly tendered and not validly withdrawn at or below the price of $22.95 per Share, Cannae expects there will be no proration factor.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.
Liquidation
ProShares Trust
| Issuer Name | ProShares Trust |
| Security Name | ProShares S&P 500 Bond ETF |
| Security Symbol | SPXB |
| Exchange | NYSE Arca |
| Security CUSIP | 74347B318 |
| Liquidation Date | May 6, 2024 |
| Issuer Name | ProShares Trust |
| Security Name | ProShares S&P 500 Bond ETF |
| Security Ticker Symbol | SPXB |
| Exchange | NYSE Arca |
| Security CUSIP | 74347B318 |
| Suspension Date | April 23, 2024 Effective before the Open |
| Trading Schedule | Trading to be suspended on April 23, 2024 Effective before the Open |
Change in Name/Symbol/CUSIP
REMINDER
Impact Shares Trust I
| Issuer Name | Impact Shares Trust I |
| Exchange | NYSE Arca |
| New Issuer Name | Tidal Trust III |
| Trading Schedule | Trading under the New Trust Name to begin at the market open on April 5, 2024. |
| Security Name | Security Symbol | Security CUSIP | Cancelled |
| Impact Shares NAACP Minority Empowerment ETF | NACP | 45259A209 | No |
| Impact Shares YWCA Women’s Empowerment ETF | WOMN | 45259A100 | No |
Reverse Stock Split
NFT Limited
| Issuer Name | NFT Limited |
| Security Name | Class A Ordinary Share |
| Security Ticker Symbol | MI |
| Exchange | NYSE American |
| Security CUSIP | G6363T107 |
| Reverse Split Ratio | 1 for 50 |
| New Security Cusip | G6363T115 |
| Trading Schedule | Trading under the New CUSIP to begin at the market open on April 12, 2024 following a 1 for 50 reverse stock split. |
| Meeting Of Shareholders | March 18, 2024 |
| Reference | Proxy Statement dated March 4, 2024 |