Jacksonville, Fla. -- (October 24, 2006) -- Fidelity National Financial, Inc. (NYSE:FNF) today announced the closing of the Securities Exchange and Distribution Agreement ("SEDA") and the distribution of Fidelity National Title Group, Inc. (NYSE:FNT) common stock to FNF shareholders.
Under the terms of the SEDA, FNF transferred its Specialty Insurance business, Sedgwick and certain other assets to FNT for the issuance of 45,265,956 shares of FNT common stock to FNF. FNF shareholders will receive all of the 188,441,997 shares of FNT common stock held by FNF based upon the closing of the transaction under the SEDA. The final exchange ratio is 1.047732 shares of FNT common stock for each share of FNF common stock, as there were 179,857,073 shares of FNF common stock outstanding at the time of the closing of the transaction under the SEDA. No fractional shares of FNT common stock will be issued, but FNF shareholders will receive cash in lieu of any fractional shares. FNF shareholders will recognize a gain or loss on the receipt of cash in lieu of any fractional shares in the distribution of FNT common stock.
FNT will have approximately 218.7 million shares of common stock outstanding after the distribution of FNT common stock to FNF shareholders and expects a fully diluted share count of approximately 222.4 million shares.
Upon the closing of the merger of FNF with and into Fidelity National Information Services, Inc. (NYSE:FIS), which is expected to occur on November 9, 2006, FNT will legally change its name to Fidelity National Financial, Inc. and its common stock will trade on the New York Stock Exchange under the trading symbol 'FNF' beginning on November 10, 2006.
Fidelity National Financial, Inc. is a provider of outsourced products and services to a variety of industries. Through its majority-owned, publicly traded subsidiary, Fidelity National Information Services, Inc. (NYSE:FIS), FNF provides an industry leading suite of data processing, payment and risk management services to financial institutions and retailers. More information about FNF family of companies can be found at www.fnf.com
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, 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 economic performance 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; 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; the potential inability of FNF or FIS to find suitable acquisition candidates, or difficulties of FNF or FIS in integrating acquisitions; the risk that the recent merger between FIS and Certegy Inc. may fail to achieve beneficial synergies or that it may take longer than expected to do so; the effects of substantial leverage at FIS, which may limit the funds available to make acquisitions and invest in its business; the risks of reduction in revenue from the elimination of existing and potential FIS customers due to consolidation in the banking, retail and financial services industries; failures to adapt the services of FIS to changes in technology or in the marketplace; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of the Form 10-K of FNF and other filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Financial, Inc
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, 904-854-8120, email@example.com
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