Fathom Holdings Inc. · 8-K · Thaler Agent · Thaler

Exhibit 99.1

ex_1022319.htm

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EX-99.1 ex_1022319.htm EXHIBIT 99.1 ex_1022319.htm Exhibit 99.1 Fathom Holdings and Neighborhood Intelligence Announce Mutual Termination of Proposed Merger Boards conclude that current valuations do not reflect the fair value of either company; Neighborhood Intelligence to retain blockchain asset ownership while the companies explore collaboration, including data sharing CARY, N.C. & NASHVILLE, Tenn.--(BUSINESS WIRE)-- Fathom Holdings Inc. (NASDAQ: FTHM) (“Fathom”) and Neighborhood Intelligence, Inc. (NASDAQ: NXH) (“NXH”) today announced that their respective Boards of Directors have mutually agreed to terminate the previously announced merger agreement between the companies.

After careful consideration of the proposed transaction, the Boards of both companies concluded that proceeding with a merger at current valuations would not appropriately reflect the fair value of either company for its shareholders. The companies believe the timing is not right to combine their businesses, and have mutually agreed to terminate the merger agreement.

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Separately, following a review by its Board and management and discussions with shareholders, Neighborhood Intelligence determined that retaining ownership and control of its blockchain and digital asset investments offers its shareholders the greatest opportunity to participate in their potential future value. The Company remains encouraged by tZERO’s progress and believes tZERO should continue executing its strategic plan while Neighborhood Intelligence maintains its ownership position.

Neighborhood Intelligence to Retain Blockchain Asset Ownership Neighborhood Intelligence believes the potential value of its blockchain assets is not appropriately reflected in current market valuations. The Company’s decision to retain ownership and control is intended to preserve the opportunity for shareholders to participate in potential future value as these assets and the broader blockchain ecosystem develop. This decision is independent of the companies’ decision not to proceed with a merger at this time.

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Fathom and NXH to Pursue Strategic Collaboration Although a merger is not the appropriate structure at this time, the companies intend to continue exploring ways to work together where collaboration can create value. Areas under consideration include data sharing and the use of each company’s complementary businesses, technology, relationships and other assets, subject to appropriate agreements and applicable requirements. The companies expect to remain independent and focused on their respective operating priorities.

“We entered into the merger transaction because we believed that combining Fathom’s national real estate and title businesses with Neighborhood Intelligence’s technology, data and other assets had the potential to create long-term value,” said Scott Flanders, Fathom’s Chairman of the Board. “At current valuations, however, we do not believe a merger appropriately reflects the fair value of either company. Fathom has made meaningful progress, and we look forward to exploring data sharing and other areas of collaboration while each company pursues its own strategy.”

“Our responsibility is to continually evaluate the best path to maximize long-term value for our shareholders,” said Marcus Lemonis, Chairman and Chief Executive Officer of Neighborhood Intelligence. “After listening to shareholders and reviewing the alternatives, we believe retaining ownership and control of our blockchain assets while allowing tZERO to continue executing its plan is the appropriate path. We are encouraged by the potential of these assets and believe retaining them gives our shareholders the best opportunity to participate in their future value. Separately, we and Fathom have determined that a merger at current valuations would not appropriately reflect the fair value of either company. We remain supportive of Fathom’s progress and look forward to working together, including exploring opportunities around data sharing.”

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