8-KMaterial AgreementsOther EventsExhibits & Filings

FISERV INC 8-K Report, Material Agreement (Nov 6, 2007)

Filed November 6, 2007For Securities:FISV

Summary

This Form 8-K filing by Fiserv, Inc. (FISV) on November 6, 2007, announces a significant divestiture. Fiserv has entered into a Stock Purchase Agreement to sell all outstanding shares of its subsidiary, Fiserv Health, Inc., to United Healthcare Services, Inc. for an aggregate purchase price of $775 million in cash. This transaction encompasses a suite of health-related businesses, including third-party administration, outsourcing services for health plans, prescription benefits administration, care management, and claims resolution services. This sale represents a strategic move by Fiserv to streamline its operations and focus on its core businesses. The substantial cash infusion from this sale is expected to strengthen Fiserv's financial position. Investors should monitor the closing of this transaction, anticipated by the end of 2007 or early 2008, subject to regulatory approvals and customary closing conditions.

Key Highlights

  • 1Fiserv, Inc. to sell its entire Fiserv Health, Inc. subsidiary to United Healthcare Services, Inc.
  • 2Aggregate purchase price for Fiserv Health is $775 million in cash, subject to working capital and debt adjustments.
  • 3The sale includes various health-related businesses such as plan administration, prescription benefits, and care management.
  • 4Transaction is expected to close by the end of 2007 or in the first quarter of 2008.
  • 5Regulatory approvals and customary closing conditions must be met.
  • 6Fiserv entered into the agreement on November 1, 2007.
  • 7A press release announcing the agreement was issued on November 2, 2007.

Frequently Asked Questions

This 8-K filing announces that Fiserv, Inc. has entered into a material definitive agreement to sell its subsidiary, Fiserv Health, Inc., to United Healthcare Services, Inc. for $775 million.

The sale includes Fiserv Health Plan Administration, Fiserv Health Plan Management, Innoviant (prescription benefits), Innoviant Pharmacy, Avidyn Health (care management), BP, Inc. (underwriting), Innovative Cost Solutions (claims resolution), J.W. Hutton, Inc. (recovery services), and ppoONE, Inc. (claims re-pricing and data management).

The transaction is expected to close by the end of 2007 or in the first quarter of 2008, contingent upon receiving required regulatory approvals and satisfying customary closing conditions.

Key conditions include the absence of any injunctions prohibiting the closing, expiration of the Hart-Scott-Rodino waiting period and other regulatory approvals, accuracy of representations and warranties, and material compliance with covenants by both parties.