8-KOther Events

FISERV INC 8-K Report, Corporate Update (Apr 8, 2019)

Filed April 8, 2019For Securities:FISV

Summary

This 8-K filing by Fiserv Inc. (FISV) on April 8, 2019, primarily discloses that both Fiserv and First Data Corporation received a "Second Request" for additional information from the U.S. Department of Justice (DOJ) regarding their proposed merger. This request, issued under the Hart-Scott-Rodino Antitrust Improvements Act, extends the waiting period for regulatory review. Despite this procedural step, Fiserv and First Data are cooperating with the DOJ and continue to expect the merger to be completed in the second half of 2019, contingent on closing conditions and regulatory approvals. The filing also serves as a notice to investors and provides extensive details on where to find additional information, including the Form S-4 registration statement and the joint proxy and consent solicitation statement/prospectus. This information is crucial for shareholders to understand the proposed transaction, associated risks, and voting procedures. Fiserv emphasizes the importance of reading these documents carefully due to their containing vital information about the combination and potential risks, such as integration challenges, customer retention, and regulatory hurdles.

Key Highlights

  • 1Fiserv and First Data received a 'Second Request' for additional information from the U.S. Department of Justice (DOJ) regarding their proposed merger.
  • 2The Second Request, issued under the Hart-Scott-Rodino Antitrust Improvements Act, extends the waiting period for regulatory review of the merger.
  • 3Fiserv and First Data are cooperating with the DOJ to facilitate the completion of its review.
  • 4The companies continue to anticipate closing the merger in the second half of 2019, subject to customary closing conditions and regulatory approvals.
  • 5The filing directs investors to detailed information regarding the merger, including the Form S-4 registration statement and joint proxy/prospectus, filed with the SEC.
  • 6Key risks and uncertainties associated with the merger and ongoing business operations are outlined, including integration challenges, potential cost overruns, and customer retention.
  • 7Shareholders are strongly urged to read the relevant SEC filings, including the joint proxy statement/prospectus, for comprehensive information about the proposed transaction.

Frequently Asked Questions

The "Second Request" is a standard procedure in antitrust reviews under the Hart-Scott-Rodino Act. It means the DOJ requires more information and documentary materials before it can approve the merger. This request effectively extends the waiting period, indicating a more in-depth review of the transaction's potential impact on competition.

While the Second Request extends the regulatory waiting period, Fiserv and First Data are cooperating with the DOJ and continue to expect the merger to close in the second half of 2019. The exact timeline will depend on the DOJ's review process and the satisfaction of other closing conditions. Investors should monitor further SEC filings for updates on the expected closing date.

The filing directs investors to several key documents filed with the SEC. These include Fiserv's Form S-4 registration statement (Registration No. 333-229689) and the joint proxy and consent solicitation statement/prospectus. These documents, available on the SEC's website (www.sec.gov) and Fiserv's/First Data's websites, contain comprehensive details about the transaction, risks, and voting procedures.

The filing emphasizes several potential risks, including the possibility that the companies may not achieve expected synergies and operational efficiencies, integration challenges that could be more difficult or costly than anticipated, potential loss of customers, disruption to business operations, retention of key employees, and the outcome of any legal proceedings. Additionally, regulatory approval and other closing conditions must be satisfied.