8-KMaterial AgreementsOther EventsExhibits & Filings

FISERV INC 8-K Report, Material Agreement (Aug 2, 2007)

Filed August 2, 2007For Securities:FISV

Summary

Fiserv, Inc. (FISV) announced on August 2, 2007, its entry into a definitive Agreement and Plan of Merger to acquire CheckFree Corporation for approximately $4.4 billion in cash. The acquisition, structured as a merger of a Fiserv subsidiary with CheckFree, aims to integrate CheckFree's operations into Fiserv, with CheckFree becoming a wholly-owned subsidiary. This strategic move significantly expands Fiserv's offerings and market presence in the financial technology sector. The transaction is subject to customary closing conditions, including CheckFree shareholder approval, regulatory clearances (like HSR), and other conditions. Fiserv has secured bridge financing of up to $5 billion and intends to arrange long-term financing prior to the closing, which is anticipated by the end of the fourth quarter of 2007. This filing also includes a joint press release and a conference call transcript detailing the merger and its implications, along with forward-looking statements and risk factors associated with the transaction.

Key Highlights

  • 1Fiserv Inc. to acquire CheckFree Corporation for approximately $4.4 billion in cash.
  • 2The merger is structured as a cash-for-stock transaction, with CheckFree becoming a wholly-owned subsidiary of Fiserv.
  • 3The acquisition is expected to be completed by the end of the fourth quarter of 2007, subject to shareholder and regulatory approvals.
  • 4Fiserv has secured $5 billion in bridge financing and plans to obtain long-term financing for the acquisition.
  • 5Customary representations, warranties, and covenants are included in the Merger Agreement.
  • 6Both parties have termination rights, with a potential $176 million termination fee payable by CheckFree under certain circumstances.
  • 7Filing includes a joint press release and conference call transcript for further details on the transaction.

Frequently Asked Questions

This 8-K filing announces Fiserv Inc.'s entry into a material definitive agreement to acquire CheckFree Corporation. It provides key details about the merger agreement, the terms of the transaction, financing, closing conditions, and related events such as a joint press release and investor conference call.

Fiserv is acquiring CheckFree for approximately $4.4 billion in cash. Fiserv has secured a $5 billion bridge financing commitment and plans to arrange long-term financing. The strategic rationale for the acquisition is to expand Fiserv's capabilities and market presence, though potential integration challenges and costs are also mentioned in forward-looking statements.

The completion of the merger is subject to several conditions, including: approval by CheckFree's stockholders, the absence of any prohibitive injunctions or orders, the expiration of the Hart-Scott-Rodino waiting period and other regulatory approvals, accuracy of representations and warranties (subject to certain exceptions), and material compliance with covenants by both parties.

The transaction is expected to close by the end of the fourth quarter of 2007, provided all closing conditions are satisfied. Potential risks and uncertainties, as detailed in the cautionary statement, include difficulties in achieving synergies, integrating operations, retaining key employees, unexpected costs, potential litigation, and the failure to obtain necessary approvals.