By Lisa Kerner
Charlotte, N.C., April 1 - Fidelity National Information Services, Inc. will acquire Metavante Technologies, Inc. in an all-stock transaction valued at approximately $3 billion, it was announced on Wednesday.
Both companies' boards of directors have approved a definitive agreement that gives Metavante shareholders a fixed exchange ratio of 1.35 shares of Fidelity National common stock for each share of Metavante common stock they own.
Metavante will merge with and into a newly formed subsidiary of Fidelity National, according to a Fidelity National news release.
Fidelity National said it will issue approximately 162 million basic shares to Metavante shareholders.
A simultaneous equity investment by affiliates of Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. in Fidelity National common stock will result in approximately 16 million additional newly issued shares.
The transaction is expected to close in the third quarter of 2009.
Metavante lenders agreed to waive their change-of-control provisions and permit the merger to proceed. Shareholder Warburg Pincus agreed to vote its 25% interest in favor of Metavante's acquisition.
It is estimated that the combined company will have approximately $3.8 billion of debt outstanding at closing, including $1.45 billion of debt to be incurred and assumed in connection with the deal, Fidelity National said.
"By bringing these two companies together, we expect to accelerate revenue growth, drive higher profitability, and create greater financial flexibility for growth investments and acquisitions," Metavante chairman and chief executive officer Frank R. Martire said in the release.
Fidelity National chairman William P. Foley II will lead the combined company. Lee A. Kennedy, Fidelity National president and CEO, will be executive vice chairman of the board. Martire will be named president and CEO of Fidelity National.
The board of directors of the combined company will include six Fidelity National board members and three Metavante directors.
Banc of America Securities LLC and Goldman, Sachs & Co. advised Fidelity National.
Barclays Capital acted as financial adviser to Metavante, while Kirkland & Ellis LLP and Quarles & Brady LLP provided legal counsel.
Fidelity National, located in Jacksonville, Fla., provides core processing for financial institutions; card issuer and transaction processing services; mortgage loan processing and mortgage-related information products.
Milwaukee-based Metavante Technologies is the parent company of Metavante Corp., which delivers banking and payments technologies to financial services firms and businesses.
| Acquirer: | Fidelity National Information Services, Inc.
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| Target: | Metavante Technologies, Inc.
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| Announcement date: | April 1
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| Transaction total: | $3 billion
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| Price per share: | 1.35 Fidelity National shares
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| Expected closing: | Third quarter of 2009
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| Stock price of acquirer: | NYSE: FIS: $18.20 on March 31
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| Stock price of target: | NYSE: MV: $19.96 on March 31
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