Fidelity National Financial, Inc. Announces an Amended Stock Purchase Agreement to Acquire Commonwealth Land Title, Lawyers Titl
December 12 2008 - 5:54PM
PR Newswire (US)
JACKSONVILLE, Fla., Dec. 12 /PRNewswire-FirstCall/ -- Fidelity
National Financial, Inc. (NYSE:FNF) today announced the signing of
an amended stock purchase agreement with LandAmerica Financial
Group, Inc. ("LFG") pursuant to which FNF will acquire LFG's two
principal title insurance underwriters, Commonwealth Land Title
Insurance Company ("Commonwealth") and Lawyers Title Insurance
Corporation ("Lawyers"), as well as United Capital Title Insurance
Company ("United"). The total purchase price for Commonwealth and
Lawyers is approximately $282 million. Chicago Title Insurance
Company ("Chicago Title") and Fidelity National Title Insurance
Company ("Fidelity National Title") will pay a total of
approximately $135 million in cash to LFG. Additionally, FNF will
pay LFG a total consideration of approximately $147 million
consisting of $47 million in cash, a $50 million subordinated note
due in 2013, with interest at the 5-year treasury rate at closing
plus 1 percent and approximately $50 million in FNF common stock
valued at no less than $14.00 per share. The agreement also calls
for Fidelity National Title's cash purchase of United for statutory
book value at closing. United's statutory book value was
approximately $16 million as of September 30, 2008 The agreement is
subject to certain closing conditions and regulatory approvals,
including the entry of final approved orders by the Chapter 11
court, Hart Scott Rodino approval and the receipt of Form A
approvals from applicable state insurance regulators. The stock
purchase agreement is subject to termination by FNF if the closing
of Commonwealth and Lawyers does not take place on or before
December 22, 2008. The United purchase is expected to close in the
first quarter of 2009. Fidelity National Financial, Inc.
(NYSE:FNF), is a leading provider of title insurance, specialty
insurance, claims management services and information services. FNF
is one of the nation's largest title insurance companies through
its title insurance underwriters - Fidelity National Title, Chicago
Title, Ticor Title, Security Union Title and Alamo Title - that
issue approximately 27 percent of all title insurance policies in
the United States. FNF also provides flood insurance, personal
lines insurance and home warranty insurance through its specialty
insurance business. FNF also is a leading provider of outsourced
claims management services to large corporate and public sector
entities through its minority-owned subsidiary, Sedgwick CMS. FNF
is also a leading information services company in the human
resource, retail and transportation markets through another
minority-owned subsidiary, Ceridian Corporation. More information
about FNF 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: the possibility that the proposed
stock purchase agreement will not be completed due to the failure
to secure necessary regulatory approvals; the possibility that
there are unexpected delays in obtaining regulatory approvals; the
possibility that the revenues, cost savings, growth prospects and
any other synergies expected from the proposed transaction may not
be fully realized or may take longer to realize than expected;
changes in general economic, business and political conditions,
including changes in the financial markets; continued weakness or
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. DATASOURCE:
Fidelity National Financial, Inc. CONTACT: Daniel Kennedy Murphy,
Senior Vice President and Treasurer, Fidelity National Financial,
Inc., +1-904-854-8120, Web site: http://www.fnf.com/
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