8-KOther Events

FISERV INC 8-K Report, Corporate Update (Jul 17, 2019)

Filed July 17, 2019For Securities:FISV

Summary

This 8-K filing from Fiserv, Inc. (FISV) announces a significant development in their proposed acquisition of First Data Corporation. The most crucial piece of information for investors is that the merger has received clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, with no conditions attached. This removes a major regulatory hurdle and brings Fiserv closer to completing the transaction. While this antitrust approval is a positive step, investors should note that the acquisition is still contingent on obtaining a limited number of non-U.S. and U.S. state regulatory approvals, as well as satisfying other customary closing conditions outlined in the merger agreement. Fiserv expects to finalize the acquisition once these remaining approvals are secured. The filing also reiterates the potential risks and uncertainties associated with integrating First Data, including achieving synergies, potential cost overruns, and customer retention, which are detailed in the forward-looking statements.

Key Highlights

  • 1Fiserv's proposed acquisition of First Data has been cleared with no conditions under the Hart-Scott-Rodino Antitrust Improvements Act.
  • 2This antitrust clearance removes a significant regulatory obstacle for the transaction.
  • 3The transaction is still subject to a limited number of non-U.S. and U.S. state regulatory approvals.
  • 4Customary closing conditions outlined in the merger agreement must also be satisfied or waived.
  • 5Fiserv anticipates consummating the acquisition following the receipt of remaining regulatory approvals.
  • 6The filing includes extensive forward-looking statements detailing risks associated with integration, synergies, costs, and market factors.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Fiserv, Inc. has received clearance with no conditions from U.S. antitrust regulators (under the Hart-Scott-Rodino Act) for its proposed acquisition of First Data Corporation.

Yes, while the U.S. antitrust approval has been secured, the transaction is still subject to the receipt of a limited number of non-U.S. and U.S. state regulatory approvals.

The filing highlights several potential risks, including the inability to achieve expected synergies and operating efficiencies, integration challenges (costly, time-consuming), lower-than-expected revenues post-acquisition, unexpected costs, customer loss, business disruption, and difficulties in retaining key employees. It also mentions unforeseen liabilities and the possibility that closing conditions may not be met.

Fiserv expects to consummate the proposed acquisition following the receipt of the remaining required regulatory approvals and the satisfaction or waiver of other customary closing conditions outlined in the merger agreement.