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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.)
