FIS Recommends Shareholders Reject “Mini-Tender” Offer By TRC Capital Investment
September 23 2021 - 09:00AM
Business Wire
Key facts:
- Unsolicited mini-tender offer from TRC Capital Investment is
below current market price for FIS shares.
- FIS urges investors to review current share price, exercise
caution and consult with advisors.
Fidelity National Information Services, Inc. (NYSE: FIS) (“FIS”)
has received notification of an unsolicited “mini-tender” offer by
TRC Capital Investment Corporation (“TRC”) to purchase up to 1
million shares, or approximately 0.16% of the outstanding common
stock of FIS as of September 17, 2021, at a price of $118.25 per
share in cash. TRC’s offer price is approximately 4.43% less than
the closing price per share of FIS’ common stock on September 17,
2021, the last trading day before the mini-tender offer
commenced.
FIS does not endorse TRC’s mini-tender offer and recommends that
FIS’ stockholders do not tender their shares in response to the
offer because the offer is at a price below the current market
price for FIS’ shares. The offer is also subject to numerous
conditions, including TRC’s ability to obtain sufficient financing
to consummate the offer. FIS also recommends that any stockholders
who have tendered shares to TRC withdraw those shares by providing
the written notice described in the offering documentation before
the expiration of the offer, which is currently scheduled for 12:01
a.m. New York City time on October 19, 2021.
FIS is not associated with TRC, its mini-tender offer or the
offer documentation.
FIS urges stockholders to obtain current market quotes for their
shares, to review the conditions to TRC’s mini-tender offer, to
consult with their brokers or financial advisors and to exercise
caution with respect to TRC’s mini-tender offer.
TRC has made similar unsolicited mini-tender offers for shares
of other public companies. Mini-tender offers are designed to seek
less than five percent of a company’s outstanding shares, thereby
avoiding many investor protections including the disclosure and
procedural requirements applicable to larger tender offers under
United States securities laws. As a result, mini-tender offers do
not provide investors with the same level of protections as
provided by larger tender offers under United States securities
laws. The U.S. Securities and Exchange Commission (“SEC”) has
cautioned investors about mini-tender offers noting that “some
bidders make mini-tender offers at below-market prices, hoping that
they will catch investors off guard if the investors do not compare
the offer price to the current market price.” The SEC also
published investor tips regarding these offers on its website at
http://www.sec.gov/investor/pubs/minitend.htm.
FIS encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures on the SEC’s
website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
FIS requests that a copy of this press release be included with
all distributions of materials relating to TRC’s mini-tender offer
for shares of FIS common stock.
About FIS
FIS is a leading provider of technology solutions for merchants,
banks and capital markets firms globally. Our employees are
dedicated to advancing the way the world pays, banks and invests by
applying our scale, deep expertise and data-driven insights. We
help our clients use technology in innovative ways to solve
business-critical challenges and deliver superior experiences for
their customers. Headquartered in Jacksonville, Florida, FIS ranks
#241 on the 2021 Fortune 500 and is a member of Standard &
Poor’s 500® Index. To learn more, visit www.fisglobal.com. Follow
FIS on Facebook, LinkedIn and Twitter (@FISGlobal).
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version on businesswire.com: https://www.businesswire.com/news/home/20210923005195/en/
Kim Snider, 904.438.6278 Senior Vice President FIS Global
Marketing and Communications kim.snider@fisglobal.com
Nathan Rozof, CFA, 904.438.6918 Executive Vice President FIS
Corporate Finance and Investor Relations
Nathan.Rozof@fisglobal.com
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