Fidelity National Financial, Inc. Acquires Sanchez Computer Associates, Inc.
January 28, 2004
JACKSONVILLE, Fla. and MALVERN, Pa., /PRNewswire-FirstCall/ -- Fidelity National Financial, Inc. (NYSE: FNF) and Sanchez Computer Associates (Nasdaq: SCAI; "Sanchez") today announced the signing of a merger agreement pursuant to which FNF will acquire Sanchez.
Sanchez is a major provider in developing and marketing scalable and integrated software and services that provide banking, customer integration, outsourcing and wealth management solutions to approximately 400 financial institutions in 22 countries. The company's primary product offering is Sanchez Profile(TM), a real-time, multi-currency, strategic core banking deposit and loan processing system that can be utilized on both an outsourced and in-house basis.
Sanchez also provides comprehensive data center and business process outsourcing solutions to the direct market under the Sanchez e-PROFILE brand. A leading provider to internet and direct banks, this solution offers customers the broadest range of technology and business solutions from the industry's "best-in-class" vendors, including Sanchez products.
"The Sanchez acquisition underscores FNF's commitment to provide the marketplace with another alternative that moves financial institutions from legacy to future-state, real-time platforms," said FNF Chairman and Chief Executive Officer William P. Foley, II. "Sanchez's management team and technology assets will play key roles in our ongoing focus on modernizing core banking technologies while mitigating the risk our customers face with the underlying business transformation. Additionally, we are very excited about the new customer relationships with leading global banks that Sanchez will bring into the FNF family. We are committed to continuing to provide those customers the top quality products and services they have come to expect from Sanchez."
Under the terms of the merger agreement, Sanchez will become a subsidiary of Fidelity Information Services, Inc., which is a subsidiary of FNF. Total consideration for each share of Sanchez common stock will be $6.50, composed of $3.25 in cash and $3.25 in FNF stock. The FNF stock consideration will be calculated using a trailing twenty-day average calculated two days prior to closing. Sanchez shareholders will have the option to elect any combination of cash and stock, subject to proration such that the overall limitation for the consideration in the transaction will be fifty percent cash compensation and fifty percent compensation in the form of FNF stock. FNF has entered into voting agreements to support the transaction with Sanchez shareholders holding in excess of 40% of the common vote. The transaction has been approved by the FNF Board of Directors and no separate FNF shareholder approval is required. Closing of the transaction is expected in the second quarter of 2004, subject to approval by Sanchez shareholders and customary regulatory and other conditions.
Source: Fidelity National Financial, Inc.