Filed by Fidelity National Financial, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Fidelity National Information Solutions, Inc.
Commission File No.: 000-20312
Date: May 23, 2003
NEWS
FOR IMMEDIATE RELEASE
FIDELITY NATIONAL FINANCIAL ANNOUNCES PROPOSAL TO ACQUIRE FNIS
Irvine, Calif. -- (May 23, 2003) -- Fidelity National Financial, Inc.
(NYSE: FNF), a Fortune 500 provider of products, services and solutions to the
real estate and financial services today submitted a proposal to the Board of
Directors of Fidelity National Information Solutions (NASDAQ: FNIS) to acquire
all of the outstanding stock of FNIS that FNF does not currently own. FNF
currently owns approximately 66 percent of the outstanding stock of FNIS.
Under the terms of the proposal, each share of FNIS stock would be
exchanged for a fixed share exchange ratio of 0.644 shares of FNF common stock.
Based on the closing price of $36.65 for FNF's common stock on Thursday, May 22,
2003, the implied per share consideration is $23.60 per share of FNIS common
stock. This exchange ratio represents a 24 percent premium to FNIS stockholders
based on the closing price of $19.02 on Thursday, May 22, 2003 and is equal to
the relative stock price differential over the trailing twelve-month period. The
fixed exchange ratio of 0.644 does not reflect the 5 for 4 stock split payable
to FNF shareholders on May 23, 2003. The fixed exchange ratio would be 0.805
after the effect of the 5 for 4 stock split. FNF would issue approximately 8.5
million new shares of FNF stock to holders of FNIS common stock, or 10.6 million
new shares after the effect of the 5 for 4 stock split.
The proposal is subject to certain conditions, including satisfactory
completion of due diligence, negotiation of a mutually satisfactory merger
agreement and receipt of all required governmental approvals and other consents.
Closing of the proposed transaction would also be contingent upon FNF
stockholder approval of the authorization and issuance of the shares of common
stock required to complete the transaction.
"With FNF's recent acquisition and the formation of Fidelity Information
Services ("FIS"), we believe it makes strategic sense to fully integrate FNIS
back into FNF," said Raymond R. Quirk, President of FNF. "FNIS can better
capitalize on the significant technology resources of FIS and we can provide
more cohesive technology solutions to our customers by combining all our
resources at FNF. Consolidating FNIS will also simplify the FNF corporate
profile and allow our management team to deliver a simple, clear strategic
vision to the investment community. We also believe that FNIS' public
shareholders will benefit from the opportunity to share in the expected future
growth and success of FNF."
Fidelity National Financial, Inc., number 326 on the Fortune 500, is a
provider of products, services and solutions to the real estate and financial
services industries. The Company had total revenue of $5.1 billion and earned
more than $530 million in 2002, with cash flow from operations of nearly $815
million. FNF is the nation's largest title insurance company and also performs
other real estate-related services such as escrow, default management, mortgage
loan fulfillment, exchange intermediary services and homeowners, flood and home
warranty insurance. FNF is also one of the world's largest providers of
information-based technology solutions and processing services to the mortgage
and financial services industries through its subsidiary Fidelity Information
Services, which has clients in more than 50 countries. It processes nearly 50
percent of all U. S. residential mortgages, with balances exceeding $2 trillion
and has processing and technology relationships with 48 of the top 50 U. S.
banks who rely on Fidelity Information
Services' processing and outsourcing products and services. More than 34 percent
of the total dollar volume of all outstanding consumer loans in the country,
including mortgages, is processed on Fidelity Information Services software
applications. Fidelity National Information Solutions (NASDAQ: FNIS), a
majority-owned, publicly traded subsidiary of FNF, provides data and valuations,
technology solutions and services for the real estate and mortgage industries.
More information about the FNF family of companies can be found at www.fnf.com,
www.fidelityinfoservices.com, and www.fnis.com.
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 actual results, performance or achievements of
the Company to be different from those expressed or implied above. The Company
expressly disclaims any duty to update or revise forward-looking statements. The
risks and uncertainties which forward-looking statements are subject to include,
but are not limited to, the failure of the parties to negotiate a definitive
agreement and the failure of the conditions to closing thereafter, 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 the
Company's Form 10-K and other reports and filings with the Securities and
Exchange Commission.
In connection with the proposed transaction, which is referred to above,
no agreement has been signed. If and when appropriate, Fidelity National
Financial, Inc. ("FNF") intends to file relevant materials with the Securities
and Exchange Commission ("SEC"), including a registration statement that
contains a prospectus and proxy/consent solicitation statement. Because those
documents will contain important information, stockholders are urged to read
them if and when they become available. When filed with the SEC, they will be
available for free (along with the
annual, quarterly and other reports, and any other documents and reports filed
by FNF with the SEC) at the SEC's website, www.sec.gov, and stockholders will
receive information at an appropriate time on how to obtain transaction-related
documents for free from FNF. A registration statement containing a prospectus
and proxy/consent solicitation pertaining to the proposed transaction is not
currently available.
FNF and its directors and executive officers may be deemed to be
participants in the solicitation of proxies or consents from stockholders in
connection with the proposed transaction. Information about the directors and
executive officers of FNF and their ownership of FNF stock is set forth in FNF's
Form 10-K/A (Amendment No. 1) for the year ended December 31, 2002. Participants
in FNF's solicitation may also be deemed to include those persons whose
interests in FNF are not described in the Form 10-K/A (Amendment No. 1).
Investors may obtain additional information regarding the interests of such
participants by reading the prospectus and proxy/consent solicitation statement
if and when it becomes available.
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, 805-696-7218, dkmurphy@fnf.com