Fidelity National Financial Announces Final Exchange Ratio and Distribution of FNT Stock to FNF Shareholders
October 24 2006 - 9:01AM
PR Newswire (US)
JACKSONVILLE, Fla., Oct. 24 /PRNewswire-FirstCall/ -- Fidelity
National Financial, Inc. (NYSE:FNF) today announced the closing of
the Securities Exchange and Distribution Agreement ("SEDA") and the
distribution of Fidelity National Title Group, Inc. (NYSE:FNT)
common stock to FNF shareholders. Under the terms of the SEDA, FNF
transferred its Specialty Insurance business, Sedgwick and certain
other assets to FNT for the issuance of 45,265,956 shares of FNT
common stock to FNF. FNF shareholders will receive all of the
188,441,997 shares of FNT common stock held by FNF based upon the
closing of the transaction under the SEDA. The final exchange ratio
is 1.047732 shares of FNT common stock for each share of FNF common
stock, as there were 179,857,073 shares of FNF common stock
outstanding at the time of the closing of the transaction under the
SEDA. No fractional shares of FNT common stock will be issued, but
FNF shareholders will receive cash in lieu of any fractional
shares. FNF shareholders will recognize a gain or loss on the
receipt of cash in lieu of any fractional shares in the
distribution of FNT common stock. FNT will have approximately 218.7
million shares of common stock outstanding after the distribution
of FNT common stock to FNF shareholders and expects a fully diluted
share count of approximately 222.4 million shares. Upon the closing
of the merger of FNF with and into Fidelity National Information
Services, Inc. (NYSE:FIS), which is expected to occur on November
9, 2006, FNT will legally change its name to Fidelity National
Financial, Inc. and its common stock will trade on the New York
Stock Exchange under the trading symbol 'FNF' beginning on November
10, 2006. Fidelity National Financial, Inc. is a provider of
outsourced products and services to a variety of industries.
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. More
information about FNF family of companies can be found at
http://www.fnf.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: 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; the potential inability of FNF or FIS to find
suitable acquisition candidates, or difficulties of FNF or FIS in
integrating acquisitions; the risk that the recent merger between
FIS and Certegy Inc. may fail to achieve beneficial synergies or
that it may take longer than expected to do so; the effects of
substantial leverage at FIS, which may limit the funds available to
make acquisitions and invest in its business; the risks of
reduction in revenue from the elimination of existing and potential
FIS customers due to consolidation in the banking, retail and
financial services industries; failures to adapt the services of
FIS to changes in technology or in the marketplace; and other risks
detailed in the "Statement Regarding Forward- Looking Information,"
"Risk Factors" and other sections of the Form 10-K of FNF and other
filings with the Securities and Exchange Commission. DATASOURCE:
Fidelity National Financial, Inc. CONTACT: Daniel Kennedy Murphy,
Senior Vice President, Finance and Investor Relations of Fidelity
National Financial, Inc., +1-904-854-8120, or Web site:
http://www.fnf.com/
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