JACKSONVILLE, Fla.,
July 8, 2013 /PRNewswire/
-- Lender Processing Services, Inc. (NYSE: LPS), a leading
provider of integrated technology, services, data and analytics to
the mortgage and real estate industries, today announced the
expiration of the "go-shop" period pursuant to the terms of the
previously announced merger agreement dated May 28, 2013, among LPS, Fidelity National
Financial, Inc. (NYSE: FNF) and Lion Merger Sub, Inc., a subsidiary
of FNF.
(Logo: http://photos.prnewswire.com/prnh/20120802/FL50731LOGO
)
During the "go-shop" process, LPS was permitted, on the terms
and subject to the conditions of the merger agreement, to actively
solicit alternative acquisition proposals from third parties until
5:00 p.m., New York City time, on July 7, 2013. LPS engaged in an active and
extensive solicitation of 42 potentially interested parties in
connection with the "go-shop" period, which resulted in three
parties negotiating and entering into confidentiality agreements
with LPS. Despite its solicitation efforts, LPS did not receive any
alternative acquisition proposals during the "go-shop" period.
The LPS board of directors continues to recommend that LPS
stockholders adopt the merger agreement with FNF.
The transaction is subject to approval by LPS and FNF
stockholders, approvals from applicable federal and state
regulators and satisfaction of other customary closing conditions.
Closing of the transaction is currently expected to occur in the
fourth quarter of 2013.
About LPS
Lender Processing Services (NYSE: LPS) delivers comprehensive
technology solutions and services, as well as powerful data and
analytics, to the nation's top mortgage lenders, servicers and
investors. As a proven and trusted partner with deep client
relationships, LPS offers the only end-to-end suite of solutions
that provides major U.S. banks and many federal government agencies
the technology and data needed to support mortgage lending and
servicing operations, meet unique regulatory and compliance
requirements and mitigate risk. These integrated solutions
support origination, servicing, portfolio retention and default
servicing. LPS' servicing solutions include MSP, the industry's
leading loan-servicing platform, which is used to service
approximately 50 percent of all U.S. mortgages by dollar volume.
LPS also provides proprietary data and analytics for the mortgage,
real estate and capital markets industries.
LPS is a Fortune 1000 company headquartered in Jacksonville, Fla. For more information,
please visit www.lpsvcs.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of LPS by FNF, the expected timetable for completing
the transaction, benefits and synergies of the transaction, future
opportunities for the combined company and products and any other
statements regarding FNF's and LPS' future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 21E
of the Securities Exchange Act of 1934. These statements are often,
but not always, made through the use of words or phrases such as
"believe," "anticipate," "should," "intend," "plan," "will,"
"expect(s)," "estimate(s)," "project(s)," "positioned," "strategy,"
"outlook" and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: the ability to consummate the
proposed transaction; the ability to obtain requisite regulatory
and stockholder approval and the satisfaction of other conditions
to the consummation of the proposed transaction; the ability of FNF
to successfully integrate LPS' operations and employees and realize
anticipated synergies and cost savings; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers and
competitors; FNF and LPS are subject to intense competition and
increased competition is expected in the future; LPS' ability to
adapt its services to changes in technology or the marketplace; the
impact of changes in the level of real estate activity (including,
among others, loan originations and foreclosures) on demand for
certain of LPS' services; LPS' ability to maintain and grow its
relationship with its customers; the effects of LPS' substantial
leverage on its ability to make acquisitions and invest in its
business; the level of scrutiny being placed on participants in the
foreclosure business; risks associated with federal and state
enforcement proceedings, inquiries and examinations currently
underway or that may be commenced in the future with respect to
LPS' default management operations, and with civil litigation
relating to these matters; changes to the laws, rules and
regulations that regulate LPS' businesses as a result of the
current economic and financial environment; changes in general
economic, business and political conditions, including changes in
the financial markets; the impact of any potential defects,
development delays, installation difficulties or system failures on
LPS' business and reputation; and risks associated with protecting
information security and privacy. Additional information concerning
these and other factors can be found in LPS' and FNF's filings with
the Securities and Exchange Commission ("SEC"), including LPS' and
FNF's most recent Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. FNF and LPS assume
no obligation to update the information in this communication,
except as otherwise required by law. Readers are cautioned
not to place undue reliance on these forward-looking statements
that speak only as of the date hereof and LPS undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of LPS by FNF. In connection
with the proposed acquisition, LPS and FNF intend to file relevant
materials with the SEC, including FNF's registration statement on
Form S-4 that will include a joint proxy statement of FNF and LPS
that also constitutes a prospectus of FNF. Investors and security
holders are urged to read all relevant documents filed with the
SEC, including the joint proxy statement/prospectus, because they
will contain important information about the proposed transaction.
Investors and security holders are able to obtain the documents
(once available) free of charge at the SEC's website,
http://www.sec.gov, or for free from LPS by contacting Nancy Murphy, LPS Vice President, Investor
Relations, 904.854.8640, Nancy.Murphy@lpsvcs.com, or for free from
FNF by contacting Daniel Kennedy
Murphy, FNF Senior Vice President and Treasurer,
904-854-8120, dkmurphy@fnf.com. Such documents are not currently
available.
Participants in Solicitation
FNF and its directors, executive officers and certain employees,
and LPS and its directors, executive officers and certain
employees, may be deemed to be participants in the solicitation of
proxies from the holders of LPS common stock and the holders of FNF
common stock in respect of the proposed transaction. Information
about LPS' directors and executive officers is set forth in the
proxy statement for LPS' 2013 Annual Meeting of stockholders, which
was filed with the SEC on April 9,
2013. To the extent holdings of LPS securities have changed
since the amounts contained in the proxy statement for LPS' 2013
Annual Meeting of stockholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information about FNF's directors and executive
officers is set forth in the proxy statement for FNF's 2013 Annual
Meeting of stockholders, which was filed with the SEC on
April 12, 2013. To the extent
holdings of FNF securities have changed since the amounts contained
in the proxy statement for FNF's 2013 Annual Meeting of
stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. Investors may obtain additional information regarding
the interest of such participants by reading the joint proxy
statement/prospectus regarding the acquisition (once
available). These documents (when available) may be obtained
free of charge from the SEC's website http://www.sec.gov, or from
LPS and FNF using the contact information above.
Non-Solicitation
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.
Investors
|
Media
|
Nancy
Murphy
|
Michelle
Kersch
|
(904) 854-8640;
nancy.murphy@lpsvcs.com
|
(904) 854-5043;
michelle.kersch@lpsvcs.com
|
SOURCE Lender Processing Services, Inc.