InterCept, Inc. to be Acquired by Fidelity National Financial
September 09 2004 - 8:30AM
PR Newswire (US)
InterCept, Inc. to be Acquired by Fidelity National Financial
InterCept Postpones Annual Meeting Scheduled for September 14, 2004
ATLANTA, Sept. 9 /PRNewswire-FirstCall/ -- InterCept, Inc., a
leading provider of banking technology products and services for
financial institutions and other businesses (NASDAQ:ICPT),
announced today the signing of a merger agreement with Fidelity
National Financial, Inc. (NYSE:FNF), a Fortune 500 provider of
products and outsourced services and solutions to financial
institutions and the real estate industry, pursuant to which FNF
will acquire InterCept for $18.90 per share. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020214/ICPTLOGO ) "FNF is a
financially strong, growing organization that will offer great
opportunities for our employees and customers," said InterCept
Chief Executive Officer John W. Collins. "As part of a larger
company with strong resources, InterCept will be able to expand its
ability to provide financial institutions with the products and
services they need to remain competitive in today's marketplace.
This transaction will enhance InterCept's position in the
marketplace and provide a strong foundation for future growth."
"This is an exciting acquisition for FNF," said FNF Chairman and
Chief Executive Officer William P. Foley, II. "It continues our
strategy of building more significant critical mass in our
technology solutions for the domestic banking and credit union
marketplace and provides FNF with an incremental 425 core
processing customers and more than 700 additional item processing
customers. These relationships provide not only a valuable stream
of recurring revenue and earnings, but also significant revenue
opportunities including offering InterCept's ATM/EFT, item
processing and output solutions to FNF's existing client base, as
well as providing FNF mortgage, banking and data and information
products and services to InterCept's customers. Under the terms of
the definitive agreement, FNF has the option to pay the $18.90
consideration in all cash or in a combination of cash and FNF
stock. If FNF elects the stock and cash consideration option,
InterCept shareholders will have the option to elect any
combination of cash and stock, subject to proration such that the
overall limitation for the consideration in the transaction will be
75% cash and 25% in the form of FNF stock. The composition of the
$18.90 per share offer will be finalized in the proxy statement
that will be distributed prior to the InterCept shareholder vote to
approve the transaction. If FNF stock is issued as consideration,
it will be calculated using a trailing ten-day average determined
one day before the closing of the transaction. The board of
directors of InterCept has approved the transaction. Closing of the
transaction is expected in the fourth quarter of 2004, subject to
approval by InterCept shareholders and customary regulatory and
other conditions. Jefferies & Company, Inc. acted as financial
advisor to InterCept. In light of the merger agreement, InterCept
has rescheduled its annual shareholders meeting to November 8,
2004. At that meeting, shareholders of record as of September 15,
2004 will vote on the merger and for the election of directors of
InterCept. If the merger is approved and closed, however, the
directors elected at the annual meeting will not take office. About
InterCept InterCept provides innovative technology products and
services to the financial industry, including core processing,
check imaging and item processing, electronic funds transfer, debit
card processing, communications management and related products and
services. The company serves over 2,000 clients nationwide and is a
leading provider of check imaging solutions with over 30 fully
image-enabled processing centers from coast to coast. For more
information about InterCept, Inc. (NASDAQ:ICPT), visit
http://www.intercept.net/ , email or call 770.248.9600. 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 InterCept's
actual results, performance or achievements to be different from
those expressed or implied above. InterCept expressly disclaims any
duty to update or revise forward- looking statements. The risks and
uncertainties to which forward-looking statements are subject
include, but are not limited to: 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 InterCept's latest Report on Form 10-Q and other reports
and filings with the Securities and Exchange Commission. Other
risks include: the risks that the merger may not be approved by
InterCept shareholders or that other conditions to closing may not
be satisfied; and that the merger may not close within the
anticipated time frame or at all. This press release does not
constitute an offer of any securities for sale. In connection with
the proposed transaction, FNF and InterCept will file a
registration statement, proxy statement and prospectus with the
Securities and Exchange Commission. INVESTORS AND SHAREHOLDERS ARE
ADVISED TO READ THESE AND ALL RELATED DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and shareholders may obtain a free copy of the
registration statement, prospectus, proxy statement, and related
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 from InterCept by directing
a request to InterCept, Inc., 3150 Holcomb Bridge Road, Suite 200,
Norcross, Georgia 30071, Attention: Carole Collins, Director of
Investor Relations.
http://www.newscom.com/cgi-bin/prnh/20020214/ICPTLOGO
http://photoarchive.ap.org/ DATASOURCE: InterCept, Inc. CONTACT:
Carole Collins, Investor Relations Director of InterCept, Inc.,
+1-770-248-9600 Web site: http://www.intercept.net/
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