Fidelity National Information Solutions and Factual Data Corp Announce Merger Agreement
July 24, 2002
SANTA BARBARA, Calif. and LOVELAND, Colo., /PRNewswire-FirstCall/ -- Fidelity National Information Solutions, Inc. (Nasdaq: FNIS), a national source for real estate-related data, technology solutions and services, and Factual Data Corp. (Nasdaq: FDCC), a provider of a wide range of customized information to businesses, primarily the mortgage and consumer lending industries, today announced the signing of a Merger Agreement under which FNIS will acquire FDCC. On May 16, 2002, the companies previously announced the signing of a Letter of Intent (LOI) where FNIS would acquire FDCC.
Under the terms of the Merger Agreement, FDCC will become a wholly owned subsidiary of FNIS and the stockholders of FDCC will receive the equivalent of $13.75 per FDCC common share. Each share of FDCC common stock will be exchanged for a maximum of $10.3125 in FNIS common stock and a minimum of $3.4375 in cash. At its option, FNIS can elect to incrementally increase the cash consideration up to $6.875 per FDCC common share or pay all cash.
Closing of the transaction is subject to several conditions, including the completion of due diligence by both parties, FDCC stockholder approval, certain third party consents and other customary closing conditions. FNIS retains the right to terminate the Merger Agreement if its average stock price is below $25 during a determination period immediately preceding the closing of the transaction. Principal shareholders that beneficially own more than 50 percent of the outstanding FDCC shares have entered into agreements to vote in favor of the merger. The parties expect the transaction to close in the fourth quarter of 2002.
Source: Fidelity National Information Solutions, Inc.
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