JACKSONVILLE, Fla.,
Aug. 21, 2018 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE: FNF) today
announced that FNF received a "no-action letter" from the Canadian
Competition Bureau (the "Bureau"), indicating that the Bureau does
not intend to oppose completion of the previously announced
acquisition of Stewart Information Services Corporation ("Stewart")
by FNF (the "Transaction").
FNF expects to close the Transaction by the first or second
quarter of 2019, subject to the satisfaction of the remaining
closing conditions, including Stewart stockholder approval, federal
and state regulatory approvals and the satisfaction of other
customary closing conditions.
About FNF
Fidelity National Financial, Inc. is a leading provider of title
insurance and transaction services to the real estate and mortgage
industries. FNF is the nation's largest title insurance company
through its title insurance underwriters - Fidelity National Title,
Chicago Title, Commonwealth Land Title, Alamo Title and National
Title of New York - that
collectively issue more title insurance policies than any other
title company in the United
States. More information about FNF can be found at
fnf.com.
Forward Looking Statements
This press release contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements regarding our
expectations, hopes, intentions or strategies regarding the future
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 financial and
operating results 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; 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; our dependence on distributions
from our title insurance underwriters as a main source of cash
flow; significant competition that our operating subsidiaries face;
compliance with extensive government regulation of our operating
subsidiaries; the risk that Stewart stockholders may not adopt the
merger agreement; the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that
are not anticipated; risks that any of the closing conditions to
the Transaction may not be satisfied in a timely manner; the risk
that the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the acquisition will not
be realized; and other risks detailed in the "Statement Regarding
Forward-Looking Information," "Risk Factors" and other sections of
FNF's Form 10-K, Form S-4, and other filings with the U.S.
Securities and Exchange Commission ("SEC").
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger between FNF and Stewart. In
connection with the proposed merger, FNF filed with the SEC on
May 30, 2018, a registration
statement on Form S-4 containing a proxy statement/prospectus, as
amended by Amendment No. 1 on July 12,
2018 and Amendment No. 2 on July 26,
2018, which was declared effective by the SEC on
August 1, 2018 (the "Form S-4").
Stewart filed the definitive proxy statement on August 1, 2018 and began to mail the definitive
proxy statement to its shareholders on August 1, 2018. STOCKHOLDERS OF STEWART ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Investors and security holders will be able to
obtain copies of the proxy statement/prospectus as well as other
filings containing information about FNF and Stewart, without
charge, at the SEC's website, sec.gov. Copies of documents filed
with the SEC by FNF (when they are available) will be made
available free of charge on FNF's investor relations website.
Copies of documents filed with the SEC by Stewart (when they are
available) will be made available free of charge on Stewart's
investor relations website.
FNF and Stewart, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger
agreement. Information regarding the directors and executive
officers of FNF is contained in FNF's Form 10-K/A for the year
ended December 31, 2017 filed with
the SEC on April 26, 2018, FNF's
definitive proxy statement filed with the SEC on May 2, 2018 and the Form S-4. Information
regarding Stewart's directors and executive officers is contained
in Stewart's Form 10-K for the
year ended December 31, 2017 filed
with the SEC on February 28, 2018,
Stewart's definitive proxy
statement filed on April 23, 2018 and
the Form S-4.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
FNF-G
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SOURCE Fidelity National Financial, Inc.