Fidelity National Financial, Inc. and Sanchez Computer Associates, Inc. Announce Anticipated Exchange Rate
April 12 2004 - 9:57AM
PR Newswire (US)
Fidelity National Financial, Inc. and Sanchez Computer Associates,
Inc. Announce Anticipated Exchange Rate JACKSONVILLE, Fla. and
PHILADELPHIA, April 12 /PRNewswire-FirstCall/ -- Fidelity National
Financial, Inc. , a Fortune 500 provider of products and outsourced
services and solutions to financial institutions and the real
estate industry, and Sanchez Computer Associates, Inc. announced
today that assuming that the shareholders of Sanchez approve the
merger at the special meeting of shareholders on April 14, 2004 and
that all other conditions to the merger are satisfied or waived on
or prior to such date, FNF expects to consummate the pending
acquisition of Sanchez on April 14, 2004. If the acquisition closes
on that date, unless a shareholder makes a valid election as
described below, each outstanding share of Sanchez common stock
will be converted into the right to receive $3.25 in cash and,
except as set forth below, 0.08365 shares of FNF common stock
(subject to thepayment of cash in lieu of fractional shares). Each
shareholder may elect to receive cash or FNF common stock as
further described in the proxy statement/prospectus of Sanchez
dated March 9, 2004. The number of shares of FNF common stock to be
received as part of the merger consideration is based on the
average closing sale prices for FNF common stock for the twenty
consecutive trading days immediately preceding but not including
the second trading day before the closing date of the acquisition.
If the acquisition closes on April 14, 2004, the exchange ratio
would be based on a price per share of FNF common stock of $38.85
per share, which was established from March 12, 2004 through April
8, 2004. The exchange ratio will change if the closing of the
acquisition is not completed on April 14, 2004 or if the closing
price of FNF common stock on the date immediately prior to closing
is significantly different than the 20-day average price otherwise
used to calculate the exchange ratio, all as further described in
the proxy statement/prospectus. The final stock and cash
consideration received by Sanchez shareholders is subject to their
elections and the allocation and adjustment described in the proxy
statement/prospectus. As previously reported, any Sanchez
shareholder who wishes to make an election to receive merger
consideration in cash or a combination of cash and stock, must
submit an election form in accordance with the instructions set
forth in the form of election provided with the proxy
statement/prospectus. The election form must be received by the
exchange agent no later than 5:00 p.m., New York, New York time, on
April 12, 2004. About Fidelity National Financial Fidelity National
Financial, Inc., number 262 on the Fortune 500, is a provider of
products and outsourced services and solutions to financial
institutions and the real estate industry. The Company had total
revenue of more than $7.7 billion and earned more than $860 million
in 2003, with cash flow from operationsof nearly $1.3 billion for
that same period. FNF is one of the world's largest providers of
information-based technology solutions and processing services to
financial institutions and the mortgage and financial services
industries through its subsidiary Fidelity Information Services,
Inc. Fidelity Information Services processes nearly 50 percent of
all U. S. residential mortgages, with balances exceeding $3
trillion, has processing and technology relationships with 46 of
the top 50 U. S. banks and has clients in more than 50 countries
who rely on its processing and outsourcing products and services.
Additionally, FNF is the nation's largest title insurance company
and also provides other real estate-related services such as
escrow, flood and tax certifications with life of loan monitoring,
merged credit reporting, property valuations and appraisals,
default management, relocation services, flood, homeowners and home
warranty insurance, exchange intermediary services, mortgage loan
aggregation and fulfillment, multiple listing services software,
mortgage loan origination software, collateral scoring analytics
and real property data. More information about the FNF family of
companies can be found at http://www.fnf.com/ and
http://www.fidelityinfoservices.com/. About Sanchez Computer
Associates Sanchez Computer Associates Inc. (NASDAQ:SCAI),
headquartered in Malvern, Pa., is a global leader in developing
software and services that provide banking, securities, customer
integration, wealth management and outsourcing solutions to nearly
400 financial institutions in 22 countries. For more information,
visit http://www.sanchez.com/. Additional Information This press
release contains statements related to future events and
expectations 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 FNF's or
Sanchez's actual results, performance or achievements to be
different fromthose expressed or implied above. FNF and Sanchez
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
completion ofall conditions to the merger set forth in the merger
agreement amongst the parties, the effect of governmental
regulations, the economy, competition and other risks detailed from
time to time in the "Management's Discussion and Analysis" section
of each of FNF's and Sanchez's Form 10-K and other reports and
filings with the Securities and Exchange Commission. This press
release is not an offer to sell or a solicitation of an offer to
buy any FNF shares and is not a solicitation of a proxy. In
connection with the proposed transaction, FNF and Sanchez filed a
definitive proxy statement/prospectus with the Securities and
Exchange Commission (the "Commission") on March 12, 2004. INVESTORS
AND SHAREHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the definitive proxy
statement/prospectus and any other relevant documents when they
become available from the Securities and Exchange Commission's web
site at http://www.sec.gov/. Free copies of these documents may
also be obtained at Sanchez's website at http://www.sanchez.com/
and at FNF's website at http://www.fnf.com/. FNF, Sanchez and their
directors and executive officers and other members of their
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the participants and their interests in the
solicitation may be found in the definitive proxy
statement/prospectus. DATASOURCE: Fidelity National Financial,
Inc., CONTACT: Daniel Kennedy Murphy, Senior Vice President,
Finance and Investor Relations, Fidelity National Financial, Inc.,
+1-904-854-8120, or ; or Todd A. Pittman, Senior Vice President and
Chief Financial Officer, Sanchez Computer Associates, Inc.,
+1-610-578-4100 Web site: http://www.fnf.com/
http://www.fidelityinfoservices.com/ http://www.sanchez.com/
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