8-KMaterial AgreementsSecurities & ListingShareholder Matters+1

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Sep 16, 2005)

Filed September 16, 2005For Securities:FIS

Summary

This Form 8-K filing by Certegy Inc. on September 16, 2005, announces a significant corporate event: a merger agreement with Fidelity National Information Services, Inc. (FIS). Under the terms of the agreement, Certegy will merge with a subsidiary of FIS, with Certegy continuing as the surviving entity and changing its name to Fidelity National Information Services, Inc. This transaction is structured as a stock-for-stock exchange, where FIS stockholders will receive 0.6396 shares of Certegy common stock for each share of FIS common stock they own. Key financial implications for investors include a substantial special dividend of $3.75 per share to be paid to existing Certegy shareholders prior to the merger. The merger will result in FIS stockholders, including Fidelity National Financial, Inc. (FNF), owning approximately 67.5% of the combined entity, with FNF holding about 50.3%. The filing also details new employment agreements for key executives Lee A. Kennedy (CEO) and Jeffrey S. Carbiener, including compensation, stock options, and severance packages, as well as the termination of prior change-in-control agreements. The transaction is subject to customary closing conditions, including shareholder approval and regulatory clearance.

Key Highlights

  • 1Certegy Inc. entered into a Merger Agreement with Fidelity National Information Services, Inc. (FIS) and its subsidiary, C Co Merger Sub, LLC.
  • 2The transaction is structured as a stock-for-stock merger, with FIS stockholders receiving 0.6396 shares of Certegy common stock for each share of FIS common stock.
  • 3Certegy will pay a special dividend of $3.75 per share to its existing shareholders prior to the merger.
  • 4Post-merger, FIS stockholders are expected to own approximately 67.5% of the combined entity, with FNF holding around 50.3%.
  • 5Certegy will change its name to Fidelity National Information Services, Inc. after the merger.
  • 6New employment agreements for CEO Lee A. Kennedy and Jeffrey S. Carbiener are detailed, including compensation, stock options, and severance terms.
  • 7The filing also includes a Shareholders Agreement outlining post-merger governance and restrictions, and an amendment to Certegy's Rights Agreement to exempt the merger.

Frequently Asked Questions

This filing announces that Certegy Inc. has entered into a material definitive agreement to merge with Fidelity National Information Services, Inc. (FIS). It outlines the key terms of the merger, financial considerations for shareholders, executive employment terms, and other related agreements.

Existing Certegy shareholders will receive a special dividend of $3.75 per share before the merger. Following the merger, they will become minority shareholders in the newly named Fidelity National Information Services, Inc., holding approximately 32.5% of the combined company.

The new employment agreements for CEO Lee A. Kennedy and Jeffrey S. Carbiener detail their salaries, bonus opportunities, stock options, and severance packages upon termination. These agreements replace prior change-in-control agreements and become effective upon the merger's closing.

The Shareholders Agreement specifies that the post-merger Board of Directors will consist of ten directors: four designated by Certegy's existing board, four by FNF (including William P. Foley, II), and two by minority FIS stockholders. FNF will also have consent rights over certain strategic decisions, such as CEO/CFO changes and annual budget adoption, as long as it holds at least 30% of Certegy stock.