8-KMaterial AgreementsSecurities & ListingExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Material Agreement (Apr 6, 2009)

Filed April 6, 2009For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) has filed an 8-K report detailing significant corporate actions as of March 31, 2009. The most prominent event is the entry into a Merger Agreement with Metavante Technologies, Inc. (Metavante), whereby Metavante will merge into FIS's wholly owned subsidiary, Merger Sub. Upon completion, Metavante shareholders will receive 1.35 shares of FIS common stock for each share of Metavante common stock they hold. This transaction is set to expand FIS's operational scope and market presence through the integration of Metavante's business. The integration also involves significant changes to the board of directors, with key leadership roles to be assumed by executives from both companies post-merger. Shareholders of both FIS and Metavante will be asked to approve this merger, which is subject to regulatory approvals and other customary closing conditions, with a target completion date by December 31, 2009. A termination fee of $175 million may apply under certain circumstances. In addition to the merger, FIS has also entered into an Investment Agreement with affiliates of Thomas H. Lee Partners, L.P. (THL) and Fidelity National Financial, Inc. (FNF). This agreement outlines private placements of FIS common stock, with THL investing approximately $200 million and FNF investing approximately $50 million. These investments are conditional upon the consummation of the merger. The funds raised will support FIS's strategic initiatives. The issuance of shares to THL and FNF is exempt from registration under the Securities Act of 1933, as they are accredited investors acquiring shares for investment. Both investments require shareholder approval from FIS. THL will also gain the right to designate one board member post-investment, contingent on maintaining certain ownership levels.

Key Highlights

  • 1FIS to merge with Metavante Technologies, Inc. in a stock-for-stock transaction.
  • 2Metavante shareholders to receive 1.35 shares of FIS common stock per Metavante share.
  • 3Post-merger board of directors will include representation from FIS, Metavante, and an affiliate of Warburg Pincus.
  • 4FIS to receive approximately $250 million in private placements from Thomas H. Lee Partners ($200M) and Fidelity National Financial ($50M).
  • 5These investments are contingent upon the consummation of the merger.
  • 6Both the merger and the stock issuances require shareholder approval from FIS and Metavante.
  • 7Termination fees of $175 million apply under specified conditions for the merger agreement.

Frequently Asked Questions

FIS has announced an Agreement and Plan of Merger to acquire Metavante Technologies, Inc. Metavante will merge with FIS's subsidiary, Merger Sub, with FIS continuing as the parent company.

Metavante shareholders will receive 1.35 shares of FIS common stock for each outstanding share of Metavante common stock they hold, subject to adjustments for stock options and awards.

FIS is raising approximately $250 million through private placements of its common stock to affiliates of Thomas H. Lee Partners (THL) for $200 million and Fidelity National Financial (FNF) for $50 million. These funds are intended to support FIS's strategic initiatives and are contingent on the completion of the merger with Metavante.

The consummation of the merger and investments is subject to several conditions, including the approval of the merger by Metavante shareholders, the approval of the stock issuance by FIS shareholders, receipt of required governmental approvals, and the satisfaction of customary closing conditions. The investments are also contingent upon the consummation of the merger.