FNF Cites Terms of FNIS Merger

Fidelity National Financial Inc., Irvine, Calif., which owns approximately 66% of Fidelity National Information Solutions, Santa Barbara, Calif., has announced the terms of a merger agreement under which it will acquire all the remaining outstanding shares of FNIS.Each share of FNIS common stock will be exchanged for 0.830 shares of FNF common stock, FNF said. Based on FNF's closing price of $31.54 on July 10, the ratio would represent a consideration of $26.18 per share of FNIS. The agreement imposes a $29 cap on the implied per-share consideration, and if the consideration falls below $19 per share, FNF may adjust the exchange ratio to maintain the implied consideration at $19 per share, FNF said. The transaction was first proposed in May, with an exchange ratio of 0.805 and an implied offer price of $24.70 per share of FNIS common stock. The companies can be found online at http://www.fidelitynational.com and http://www.fnis.com.