|
| ||||
 | | |||
| Print Page |
| |||
|
For Immediate Release: |
Contact: | |||
| Fidelity National Financial, Inc. Announces Plan for Elimination of Holding Company Structure and for a New FNF and the Existing FIS to Become Independent Public Companies Jacksonville, Fla. -- (April 27, 2006) -- Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of outsourced products and services to a variety of industries, today announced that its Board of Directors has approved pursuing a plan that will eliminate its holding company structure and result in what will become a new FNF ("New FNF") and the existing Fidelity National Information Services, Inc. (NYSE:FIS) becoming independent public companies. The plan involves a number of transactions that will effectively result in the three public companies that currently comprise the FNF family of companies, FNF, Fidelity National Title, Inc. (NYSE:FNT) and FIS, becoming two public companies, a New FNF and the existing FIS. The New FNF will have no ownership interest in FIS. The specific steps to accomplish this plan are:
Under the plan, a current FNF shareholder will receive the tax-free distribution of FNT shares, which will be renamed FNF, and will also receive FIS shares, tax-free, in the merger of the old FNF and FIS. Current FNF shareholders will then allocate their current tax basis in FNF between the New FNF and FIS, based on the market values of each stock at closing. Information on the exact allocation of basis will be provided soon after the closing. The New FNF will essentially consist of the title insurance, specialty insurance and Sedgwick business lines. Additionally, the New FNF will initially pay a $1.16 per share annual cash dividend. FNT and FIS have established special committees of their Boards of Directors to evaluate and negotiate a formal proposal once it is received from FNF. FNF has engaged Bear, Stearns & Co. Inc. as its lead financial advisor on the series of transactions. "We have always been committed to maximizing stockholder value for the benefit of the company and its shareholders, and this set of transactions is another example of that commitment," said Chairman and Chief Executive Officer William P. Foley, II. "While we were hopeful that the holding company structure, with FNF having ownership stakes in public and private operating subsidiaries, would allow for a simpler valuation of the pieces of FNF, that simply has not proven to be the case as the market has meaningfully discounted the value of FNF in relation to the sum of its parts. The majority ownership stake that FNF has in both FNT and FIS limits the public float for each company, which may be significantly shrinking the universe of eligible shareholders for FNT and FIS and limiting the trading liquidity, and thus the valuation, of the stock of both FNT and FIS. Additionally, the need for FNF to maintain more than an eighty percent ownership in FNT and our desire for FNF to maintain a majority ownership position in FIS could both potentially constrain those companies from pursuing attractive acquisition opportunities in the future. By eliminating the holding company and making FIS an independent company, we hope to simplify the profile of the FNF family of companies, eliminate the discount surrounding FNF, provide more valuable currencies for future acquisitions for both the New FNF and FIS and more fully realize the underlying value of all of the assets of FNF. So, ultimately we have decided that this plan is the best course of action and a tremendous opportunity to create additional value for our shareholders." Current FNF Chairman and CEO William P. Foley, II will assume the same positions in the New FNF. Additionally, he will become Executive Chairman of FIS, with Lee Kennedy continuing as CEO of FIS. Other key members of FNF senior management have also agreed to continue their involvement in both New FNF and FIS in executive capacities, pursuant to employment agreements. Completion of the transactions will be subject to a number of conditions, including but not limited to: preparation of a definitive proposal for the transactions and negotiation of definitive agreements; approval of the boards of directors and shareholders of each of FNF, FNT and FIS; the receipt of a private letter ruling from the Internal Revenue Service; the clearance of proxy statements and registration statements by the Securities and Exchange Commission; the receipt of all necessary regulatory approvals for the transfer of FNF's specialty insurance operations to FNT and for the spin-off of FNT's insurance operations; the receipt of necessary approvals under credit agreements of FNF, FNT and FIS and any other material agreements; and any other conditions set forth in the definitive agreements for the transactions, once completed. There can be no assurance that any or all of these conditions will be satisfied or that the transactions will be completed. FNF will discuss this set of transactions on its scheduled 1st 2006 Quarter Earnings Conference Call at 10:00 a.m. Eastern Time this morning. Those wishing to participate via the webcast should access the call through FNF's Investor Relations website at www.fnf.com. Those wishing to participate via the telephone may dial-in at 800-230-1096 (USA) or 612-332-0226 (International). The conference call replay will be available via webcast through FNF's Investor Relations website at www.fnf.com. The telephone replay will be available from 1:30 p.m. Eastern Time on April 27, 2006 through May 4, 2006 by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 825716. PowerPoint slides that will be utilized in discussing this set of transactions will be available via the webcast through FNF's Investor Relations website at www.fnf.com. Fidelity National Financial, Inc. (NYSE:FNF), number 248 on the Fortune 500, is a provider of outsourced products and services to a variety of industries. Through its majority-owned, publicly-traded subsidiary, Fidelity National Title Group, Inc. (NYSE:FNT), FNF is the nation's largest title insurance company, with nearly 31 percent national market share. Through its majority-owned, publicly-traded subsidiary, Fidelity National Information Services, Inc. (NYSE:FIS), FNF provides an industry leading suite of data processing, payment and risk management services to financial institutions and retailers. Through its wholly-owned subsidiaries, FNF is also a leading provider of specialty insurance products, including flood insurance, homeowners insurance and home warranty insurance. Through its minority-owned subsidiary, Sedgwick CMS, FNF is a leading provider of outsourced insurance claims management services to large corporate and public sector entities. More information about the FNF family of companies can be found at www.fnf.com, www.fntg.com and www.fidelityinfoservices.com and www.sedgwickcms.com. This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the possibility that the proposals described in this press release will not be completed, or will be completed in a different form or with different effects on holders of the stock of FNF, FNT or FIS than described , or will not be successful in achieving the goals targeted; changes in general economic, business and political conditions, including changes in the financial markets; adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of the Company's Form 10-K and other filings with the Securities and Exchange Commission. SOURCE: Fidelity National Financial, Inc. Fidelity National Title Insurance Company |
||||
| Copyright 2005 Fidelity National Title Insurance Company. All rights reserved. | ||||
