Fidelity National Financial, Inc. and Certegy Inc. Announce Combination of Fidelity National Information Services, Inc. and Cert
15 September 2005 - 10:00PM
PR Newswire (US)
JACKSONVILLE, Fla. and ST. PETERSBURG, Fla., Sept. 15
/PRNewswire-FirstCall/ -- Fidelity National Financial, Inc.,
(NYSE:FNF) and Certegy Inc. (NYSE:CEY) today announced the signing
of a definitive Merger Agreement under which Fidelity National
Information Services, Inc. ("FIS"), a majority-owned subsidiary of
Fidelity National Financial, Inc. and Certegy Inc. ("Certegy") will
combine operations to form a single publicly traded entity. Under
the terms of the Merger Agreement, FIS and Certegy will be combined
in a tax-free, stock-for-stock merger under which each share of FIS
common stock will be exchanged for 0.6396 shares of Certegy common
stock. After the issuance of Certegy stock to FIS shareholders,
current Certegy shareholders will own approximately 32.5% and FIS
shareholders will own approximately 67.5% of the combined entity,
with FNF directly owning approximately 50.3%. Additionally, Certegy
will pay a $3.75 per share special cash dividend to its
shareholders prior to the closing of the transaction. FIS is a
leading provider of core financial institution processing, mortgage
loan processing and related information products and outsourcing
services to financial institutions, mortgage lenders and real
estate professionals. FIS' software processes nearly 50 percent of
all U.S. residential mortgages, it has processing and technology
relationships with 45 of the top 50 U.S. banks, more than 2,800
small and mid-sized U.S. financial institutions and clients in more
than 50 countries who rely on its processing and outsourcing
products and services. Certegy is a leading provider of credit,
debit, check risk management and cash access services to over 6,500
financial institutions and 100,000 retailers. Certegy maintains a
global presence with operations in the United States, the United
Kingdom, Ireland, France, Chile, Brazil, Australia, New Zealand,
Thailand and the Caribbean. The name of the combined company will
become Fidelity National Information Services, Inc. and it is
expected to have its shares of common stock trade on the New York
Stock Exchange under the trading symbol 'FIS'. The headquarters for
the combined company will be in Jacksonville, Florida. FNF Chairman
and Chief Executive Officer William P. Foley, II will also serve as
Chairman of the Board of Directors of FIS. The FIS Board of
Directors will consist of ten directors, with four directors from
the current FIS board, including its Chairman William P. Foley, II,
four directors from the current Certegy board, including its
current Chairman Lee A. Kennedy and one director from each of
Thomas H. Lee Partners and Texas Pacific Group. Mr. Kennedy will
also become the Chief Executive Officer of the new FIS.
Additionally, FNF Chief Financial Officer Alan L. Stinson will
become Executive Vice President and Chief Financial Officer of the
new FIS, in addition to retaining his role as Chief Financial
Officer of FNF. FNF will consolidate the results of FIS in its
financial statements and record minority interest for the portion
of FIS that it will not own. "We believe this is a combination that
truly will benefit both organizations, as the new FIS will be
uniquely positioned to offer a broad suite of data processing,
payment and risk management services to financial institutions and
retailers," said FNF Chairman and Chief Executive Officer William
P. Foley, II. "Our businesses are complementary, rather than
competitive and we believe there are some very significant and
unique revenue synergy opportunities, particularly in the community
bank, credit union and international markets. We also believe there
are meaningful cost synergies to be recognized by eliminating many
redundant and duplicative functions through the combination of the
two organizations. The new FIS will have nearly $4 billion of
diversified, run-rate revenue and $1 billion of run-rate EBITDA
from market leading businesses and will be well positioned to
capitalize on the significant and unique growth opportunities that
the combined companies can offer the markets we serve." "We are
very excited to become part of the FNF family," said Lee A.
Kennedy, Certegy Chairman and Chief Executive Officer. "This
combination creates one of the largest financial institution
technology processing and services companies in the world. It
provides Certegy with the opportunity to significantly increase the
depth and breadth of products and services that we offer to the
domestic community bank and credit union markets, as well as our
international customers. It also provides a potential entry point
with larger financial institutions through FIS' large bank
processing relationships. We expect this combination to provide
significant value for our existing Certegy shareholders, including
both the $3.75 per share special cash dividend and the expected
accretion to trailing twelve months cash earnings per share of
16%." The transaction is subject to a variety of conditions,
including the effectiveness of a proxy statement for a Certegy
stockholder vote, Certegy stockholder approval, all necessary
regulatory approvals and other customary closing conditions. A
conference call to discuss this transaction will be held at 10:00
a.m. Eastern Time this morning, September 15, 2005. Those wishing
to participate via the webcast should access the call through FNF's
Investor Relations website at http://www.fnf.com/ or Certegy's
Investor Relations website at http://www.certegy.com/. A PowerPoint
slide show presentation that will be utilized during the conference
call will be available for viewing at both the FNF and Certegy
Investor Relations websites at the beginning of the conference
call. Those wishing to participate in the conference call via the
telephone may dial-in at 800-762-4717 (USA) or 480-629-9025
(International). The conference call replay will be available via
webcast through FNF's Investor Relations website at
http://www.fnf.com/ and Certegy's Investor Relations website at
http://www.certegy.com/. The telephone replay will be available
from 1:30 p.m. Eastern Time on September 15, 2005 through September
29, 2005 by dialing 800-475-6701 (USA) or 320-365-3844
(International). The access code will be 796082. In connection with
the proposed Merger, Certegy will file a proxy statement with the
Securities and Exchange Commission ("SEC"). The proxy statement
will be mailed to the shareholders of Certegy. CERTEGY'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by Certegy with the SEC
at the SEC's web site at http://www.sec.gov/. In addition,
investors and security holders may obtain free copies of the
documents filed with the SEC by Certegy by going to Certegy's
Investor Relations page on its corporate website at
http://www.certegy.com/. Certegy, FNF, and their respective
officers and directors may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Certegy's
shareholders with respect to the Merger. A description of any
interests that any such participant may have in the Merger will be
available in the proxy statement. Information concerning FNF's
directors and executive officers is set forth in FNF's proxy
statement for its 2005 annual meeting of stockholders, which was
filed with the SEC on April 28, 2005, and its annual report on Form
10-K filed with the SEC on March 16, 2005. These documents are
available free of charge at the SEC's web site http://www.sec.gov/
or by going to FNF's Investor Relations page on its corporate
website at http://www.fnf.com/. Fidelity National Financial, Inc.,
number 261 on the Fortune 500, is a provider of products and
outsourced services and solutions to financial institutions and the
real estate industry. FNF had total revenue of nearly $8.3 billion
and earned more than $740 million in 2004, with cash flow from
operations of nearly $1.2 billion for that same period. FNF is the
nation's largest title insurance company, with nearly 31 percent
national market share, and is also a provider of other specialty
insurance products, including flood insurance, homeowners insurance
and home warranty insurance. Through its majority-owned subsidiary
FIS, FNF is a leading provider of technology solutions, processing
services and information services to the financial services and
real estate industries. FIS' software processes nearly 50 percent
of all U. S. residential mortgages, it has processing and
technology relationships with 45 of the top 50 U.S. banks and more
than 2,800 small and mid-sized U.S. financial institutions and it
has clients in more than 50 countries who rely on its processing
and outsourcing products and services. FIS also provides customized
business process outsourcing related to aspects of the origination
and management of mortgage loans to national lenders and servicers.
FIS offers information services, including property data and real
estate-related services that are used by lenders, mortgage
investors and real estate professionals to complete residential
real estate transactions throughout the U.S. More information about
the FNF family of companies can be found at http://www.fnf.com/ and
http://www.fidelityinfoservices.com/. Certegy Inc. provides credit
and debit processing, check risk management and check cashing
services, merchant processing and e-banking services to over 6,500
financial institutions, 100,000 retailers and 100 million consumers
worldwide. Headquartered in St. Petersburg, Florida, Certegy
maintains a strong global presence with operations in the United
States, United Kingdom, Ireland, France, Chile, Brazil, Australia,
New Zealand, Thailand and the Caribbean. As a leading payment
services provider, Certegy offers a comprehensive range of
transaction processing services, check risk management solutions
and integrated customer support programs that facilitate the
exchange of business and consumer payments. Certegy generated over
$1.0 billion in revenue in 2004. For more information on Certegy,
please visit http://www.certegy.com/. This press release contains
statements related to future events and expectations, which include
statements about revenue and cost synergies and earnings accretion
and, as such, constitutes forward-looking statements. These
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of FIS and Certegy to be different from
those expressed or implied above. FNF and Certegy expressly
disclaim any duty to update or revise forward-looking statements.
The risks and uncertainties which forward- looking statements are
subject to include, but are not limited to, the effect of
governmental regulations, the economy, competition, the risk that
the merger may fail to achieve beneficial synergies or that it may
take longer than expected to do so, the risk of reduction in
revenue from the elimination of existing and potential customers
due to consolidation in the banking, retail and financial services
industries, potential overdependence on a limited number of
customers due to consolidation in the banking, retail and financial
services industries, failure to adapt to changes in technology or
in the marketplace and other risks detailed from time to time in
the Form 10-K and other reports and filings made by FIS and Certegy
with the Securities and Exchange Commission. DATASOURCE: Fidelity
National Financial, Inc.; Certegy Inc. CONTACT: Daniel Kennedy
Murphy, Senior Vice President, Finance and Investor Relations of
Fidelity National Financial, Inc., +1-904-854-8120, ; or Mary K.
Waggoner, Senior Vice President, Investor Relations of Certegy Inc.
+1-678-867-8004, Web site: http://www.fnf.com/
http://www.certegy.com/ http://www.fidelityinfoservices.com/
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