JACKSONVILLE, Fla.,
Oct. 25, 2013 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE: FNF), a leading
provider of title insurance, mortgage services and diversified
services, today announced that it was exercising its option to
further adjust the consideration mix in the previously announced
merger with Lender Processing Services, Inc. (NYSE: LPS) by
increasing the cash component of the total consideration by
approximately $511 million and
correspondingly decreasing the stock component of the total
consideration by an equal amount. The total consideration
will be unchanged.
Based on today's announcement, FNF will now pay approximately
82% of the total consideration for the LPS shares of common stock
in cash and 18% in shares of FNF common stock, subject to
adjustment as described in the definitive agreement and below.
On May 28, 2013, FNF signed a
definitive agreement under which FNF will acquire all of the
outstanding stock of LPS for $33.25
per common share, for a total equity value of approximately
$2.9 billion. The consideration
was to be paid 50% in cash and 50% in common stock of FNF.
On June 19, 2013, FNF announced an
adjustment to the consideration mix by increasing the cash
component of the total consideration by approximately $500 million and correspondingly decreasing the
stock component of the total consideration by an equal
amount. Based on that June 19,
2013 announcement, FNF was to pay approximately 67% of the
total consideration for the LPS shares of common stock in cash and
33% in shares of FNF common stock, subject to adjustment as
described in the definitive agreement and below.
Under the terms of the merger agreement, LPS stockholders
currently have the right to receive a certain number of shares of
our common stock equal to a stated exchange ratio and $22.303 in cash, without interest, for each share
of LPS common stock that they own. FNF has the option, pursuant to
the merger agreement, to increase the cash portion of the per share
merger consideration by up to $16.625
with a corresponding decrease in the stock portion of the merger
consideration by providing written notice (referred to as the
"adjustment notice") to LPS on or before the date that is three
trading days prior to the anticipated effective date of the proxy
statement/prospectus related to the merger. In connection with the
previously announced equity offering, FNF has provided such an
adjustment notice to LPS to further increase the cash portion of
the per share merger consideration in an amount equal to
$5.799 and to correspondingly
decrease the stock portion of the merger consideration. As a
result, subject to the terms and conditions of the merger
agreement, and assuming consummation of the previously announced
equity offering and the receipt of approximately $511 million in net proceeds therefrom, including
the exercise of the over-allotment option, LPS stockholders will
have the right to receive a certain number of shares of our common
stock equal to the exchange ratio further discussed below and
$28.102 in cash, without
interest, for each share of LPS common stock that they own. If the
average of the volume weighted averages of the trading prices of
our common stock during the ten trading day period ending on (and
including) the third trading day prior to the closing of the merger
(the "average FNF stock price") is greater than $26.763, then the exchange ratio will be an
amount equal to the quotient of (a) (x) the product of (1) 0.65224
multiplied by (2) the average FNF stock price minus (y)
$11.477 divided by (b) the average
FNF stock price. If the average FNF stock price is between
$24.215 and $26.763, then the
exchange ratio will be fixed at 0.20197. If the average FNF stock
price is between $20.000 and $24.215,
then the exchange ratio will adjust so that the value of the stock
portion of the merger consideration is fixed (based on the average
FNF stock price) at $4.891 per share
of LPS common stock. If the average FNF stock price is less than
$20.000, then the exchange ratio will
be fixed at 0.24455. As a result of FNF's election to further
increase the cash component of the merger consideration and
correspondingly decrease the stock component of the merger
consideration, the transaction no longer requires the approval of
FNF stockholders.
"We believe that increasing the cash portion of the
consideration provides more certainty of value to the LPS
shareholders," said FNF Chairman William P.
Foley, II. "It also reduces the variability of
the cost of the acquisition due to potential volatility for FNF's
stock price between now and closing in the fourth quarter of 2013
or January of 2014."
About FNF
Fidelity National Financial, Inc. (NYSE:
FNF), is a leading provider of title insurance, mortgage services
and diversified services. FNF is the nation's largest title
insurance company through its title insurance underwriters -
Fidelity National Title, Chicago Title, Commonwealth Land Title and
Alamo Title - that collectively issue more title insurance policies
than any other title company in the United States. FNF owns a
55% stake in American Blue Ribbon Holdings, LLC, a family and
casual dining restaurant owner and operator of the O'Charley's,
Ninety Nine Restaurant, Max & Erma's, Village Inn, and Bakers
Square concepts. FNF also owns an 87% stake in J.
Alexander's, LLC, an upscale dining restaurant owner and operator
of the J. Alexander's and Stoney River Legendary Steaks
concepts. In addition, FNF also owns a 51% stake in Remy
International, Inc., a leading designer, manufacturer,
remanufacturer, marketer and distributor of aftermarket and
original equipment electrical components for automobiles, light
trucks, heavy-duty trucks and other vehicles. FNF also owns a
minority interest in Ceridian Corporation, a leading provider of
global human capital management and payment solutions.
Important Information Filed with the SEC
FNF has filed
with the SEC a Registration Statement on Form S‑4 in connection
with the previously announced transaction to purchase LPS that
includes a prospectus of FNF and a preliminary Proxy Statement of
LPS. The Registration Statement has not yet become
effective. Following the Registration Statement having been
declared effective by the SEC, LPS plans to file with the SEC and
mail to its stockholders a Proxy Statement/Prospectus in connection
with the transaction. The Registration Statement and the
Proxy Statement/Prospectus will contain important information about
FNF, LPS, the transaction and related matters. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED BY FNF OR LPS, INCLUDING
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by FNF
and LPS through the web site maintained by the SEC at www.sec.gov
or by phone, email or written request by contacting the investor
relations department of FNF or LPS at the following:
FNF
|
LPS
|
601 Riverside
Avenue
|
601 Riverside
Avenue
|
Jacksonville, FL
32204
|
Jacksonville, FL
32204
|
Attention: Investor
Relations
|
Attention: Investor
Relations
|
904-854-8100
|
904-854-8640
|
dkmurphy@fnf.com
|
nancy.murphy@lpsvcs.com
|
FNF and LPS, 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 for the year ended
December 31, 2012 and its proxy
statement filed on April 12, 2013,
which are filed with the SEC. Information regarding LPS's
directors and executive officers is contained in LPS's Form 10-K
for the year ended December 31, 2012
and its proxy statement filed on April 9,
2013, which are filed with the SEC. A more complete
description will be available in the Registration Statement and the
Proxy Statement/Prospectus.
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.
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 expectations, hopes, intentions or strategies
regarding the future are forward-looking statements.
Forward-looking statements are based on FNF or LPS management's
beliefs, as well as assumptions made by, and information currently
available to, them. 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. FNF and LPS 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: 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's 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;
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; FNF's
dependence on distributions from its title insurance underwriters
as a main source of cash flow; significant competition that FNF and
LPS face; compliance with extensive government regulation; and
other risks detailed in the "Statement Regarding Forward-Looking
Information," "Risk Factors" and other sections of FNF's and LPS'
Form 10-K and other filings with the Securities and Exchange
Commission.
SOURCE Fidelity National Financial, Inc.