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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
June 26, 2007
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia |
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58-2606325 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrants Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 26, 2007, Fidelity National Information Services, Inc. a Georgia corporation (FIS),
announced that an Agreement and Plan of Merger (the Merger Agreement) had been entered into by
and among itself, Agamemnon Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
FIS formed to acquire eFunds (Merger Sub) and eFunds Corporation, a Delaware corporation
(eFunds). The Merger Agreement provides that, upon the terms and subject to the conditions set
forth therein, Merger Sub will merge with and into eFunds, with eFunds continuing as the surviving
entity and wholly-owned subsidiary of FIS (the Merger).
eFunds is a provider of risk management, electronic payments and global outsourcing solutions.
eFunds provides financial services companies and other large enterprises with business insight to
make new account decisions, improve fraud detection and management and streamline payment
processing.
Merger Agreement
At the effective time of the Merger, the issued and outstanding shares of eFunds common stock,
par value $0.01 per share (other than those held by eFunds, FIS or any of their subsidiaries or
shares as to which appraisal rights are validly exercised) will be converted into the right to
receive $36.50 per share in cash and the surviving corporation will become a wholly-owned
subsidiary of FIS.
FIS, Merger Sub and eFunds have made customary representations, warranties and covenants in
the Merger Agreement, including, among others, that eFunds will (i) conduct its business in the
ordinary course consistent with past practice during the interim period between the execution of
the Merger Agreement and the closing of the Merger (the Closing), (ii) not engage in certain
types of transactions during such period and (iii) cause a stockholder meeting to be held by eFunds
and, subject to certain exceptions, recommend approval by its stockholders of the Merger Agreement.
Each partys obligation to effect the Merger is subject to the fulfillment of conditions,
including, among others, (i) approval by the eFunds stockholders, (ii) the absence of any
injunction or order prohibiting the Closing, subject to certain limited exceptions, (iii) the
expiration or termination of the Hart-Scott-Rodino waiting period, (iv) subject to certain
exceptions, the accuracy of representations and warranties of the other party and (v) material
compliance of the other party with its covenants. The Merger Agreement may be terminated (i) at any
time prior to the Closing by mutual written consent of the parties, (ii) by either FIS or eFunds by
written notice to the other if the Closing has not taken place on or before February 15, 2008 and
(iii) in other situations that customarily allow parties to terminate mergers of this type.
The transaction is expected to close following the satisfaction of all closing conditions,
which is currently expected to occur before the end of the third quarter of 2007.
The Merger Agreement provides certain termination rights for both FIS and eFunds and provides
that, upon termination of the Merger Agreement under specified circumstances, eFunds may be
required to pay FIS a termination fee of $55 million plus certain expenses.
FIS obtained a debt commitment letter from JPMorgan Securities, Inc. and Banc of America
Securities LLC for a new $1.6 billion term loan facility to partially finance the Merger. This new
facility would mature in 2014 and would bear interest at a rate chosen by FIS of either (i) the
higher of (x) the prime interest rate announced by JPMorgan Chase Bank and (y) the federal funds
effective rate plus 0.5%, or (ii) the adjusted LIBOR rate, in each case, plus an applicable margin.
Certain domestic subsidiaries of FIS would provide guarantees of FISs obligations under this new
facility.
General
The foregoing summary of the Merger and the Merger Agreement, and the transactions
contemplated thereby, is not complete, and is qualified in its entirety by reference to the full
text of the Merger Agreement filed as
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an exhibit to this report, which is incorporated herein by reference. In the event of any conflict
between the foregoing summary and the full text of the Merger Agreement, the text of the Merger
Agreement shall control.
The Merger Agreement contains representations and warranties that the parties have made to
each other as of specific dates. Except for their status as contractual documents that establish
and govern the legal relations among the parties, the Merger Agreement is not intended to be a
source of factual, business or operational information about any of the parties thereto. The
representations and warranties were made as of specific dates, only for purposes of the Merger, and
solely for the benefit of the parties to the Merger Agreement. These representations and warranties
may be subject to limitations agreed between the parties, including being qualified by disclosures
between the parties. The representations and warranties may have been made to allocate risks among
the parties, including where the parties do not have complete knowledge of all facts, instead of
establishing matters as facts. Furthermore, those representations and warranties may be subject to
standards of materiality applicable to the contracting parties that differ from those applicable to
investors. The assertions embodied in such representations and warranties are qualified by
information contained in disclosure letters that the parties exchanged in connection with the
signing of the Merger Agreement. Accordingly, investors and security holders should not rely on
such representations and warranties as characterizations of the actual state of facts or
circumstances, since they were only made as of the date of the Merger Agreement and are modified in
important part by the underlying disclosure letters. Moreover, information concerning the subject
matter of such representations and warranties may change after the date of these representations
and warranties, which may or may not be fully reflected in the parties public disclosures.
ITEM 8.01. OTHER EVENTS.
On June 27, 2007, FIS and eFunds issued a joint press release announcing that they had entered into
the Merger Agreement. The full text of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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2.1
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Merger Agreement, dated June 26, 2007, by and among Fidelity National Information Services,
Inc., Agamemnon Merger Sub, Inc. and eFunds Corporation, incorporated by reference to Exhibit 2.1
to eFunds Corporations current report on Form 8-K filed on June 28, 2007. * |
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99.1
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Press Release issued jointly by Fidelity National Information Services, Inc. and eFunds
Corporation on June 27, 2007 |
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Contents of the parties disclosure schedules pursuant to the Merger Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. FIS will furnish supplementally a copy
of the disclosure letters to the SEC, upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Fidelity National Information Services, Inc.
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Date: June 29, 2007 |
By: |
/s/ Todd C. Johnson |
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Name: Todd C. Johnson Title: Senior Vice President
and Corporate Secretary |
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Exhibit Index
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Exhibit |
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Description |
2.1
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Merger Agreement, dated June 26, 2007, by and among Fidelity National Information Services,
Inc., Agamemnon Merger Sub, Inc. and eFunds Corporation, incorporated by reference to Exhibit 2.1
to eFunds Corporations current report on Form 8-K filed on June 28, 2007. * |
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99.1
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Press Release issued jointly by Fidelity National Information Services, Inc. and eFunds
Corporation on June 27, 2007 |
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Contents of the parties disclosure schedules pursuant to the Merger Agreement have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. FIS will furnish supplementally a copy
of the disclosure letters to the SEC, upon request. |
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exv99w1
Exhibit 99.1
Press Release
Fidelity National Information Services to Acquire
EFD/eFunds Corporation
JACKSONVILLE, FLORIDA and SCOTTSDALE, ARIZONA (June 27, 2007) Fidelity National
Information Services, Inc. (NYSE:FIS) and EFD/eFunds Corporation (NYSE:EFD) today announced that
they have entered into a definitive agreement whereby FIS will acquire EFD in an all-cash
transaction valued at approximately $1.8 billion. Under the terms of the agreement, EFD
shareholders will receive $36.50 in cash for each share of common stock.
EFD is a leading provider of risk management, electronic funds transfer (EFT) services, prepaid
card processing, and global outsourcing solutions to more than 10,000 financial services companies
in more than 80 countries. The company also provides point-of-sale fraud prevention solutions to
retailers and electronic benefits processing services to government entities. In 2006, EFD
generated total revenue of $552 million and operating income of $83 million.
The acquisition of eFunds provides FIS with greater scale, extends our presence in the U.S. and
international banking markets, and expands the distribution channel for our core processing and
risk analytic services, said FIS Executive Chairman William P. Foley, II. The addition of EFDs
complementary product offerings, including EFT and prepaid card processing capabilities,
underscores FIS commitment to provide the broadest range of products and services to our
customers.
We believe this is a very attractive transaction for our shareholders, stated Paul F. Walsh,
EFDs Chairman and Chief Executive Officer. We have been very impressed by FIS success in
assimilating a number of acquisitions in a relatively short period of time, and believe that our
customers will benefit from the extensive product set and industry expertise that the combined
companies have to offer.
FIS expects to realize approximately $65 million in annual cost savings. Including synergies, the
transaction is expected to be accretive to cash earnings per diluted share in 2008. FIS plans to
fund the $1.8 billion purchase price with a combination of cash on hand and recently secured
long-term debt commitments. The transaction is expected to be completed by the end of the
third quarter of 2007, subject to certain regulatory approvals, approval by EFD shareholders and
customary closing conditions.
Banc of America Securities LLC and Bear, Stearns & Co. Inc. are serving as financial advisors to
FIS, and LeBoeuf, Lamb, Greene & McRae LLP is serving as its legal advisor. JP Morgan Chase and
Bank of America, N.A. have provided customary committed financing letters to FIS for the
transaction. BlackRock, Inc. and Goldman, Sachs & Co. are serving as financial advisors to eFunds
and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as its legal advisor.
About EFD/eFunds Corporation
eFunds Corporation (NYSE: EFD) is a leading provider of risk management, electronic payments and
global outsourcing solutions. With the unique ability to take an integrated view of enterprise
payments and data & decisioning, EFD provides financial services companies and other large
enterprises with business insight to make better new account decisions, improve fraud detection and
management and streamline payment processing. EFDs flexible delivery model means solutions can be
run in-house, outsourced or anything in between, helping customers achieve operational efficiency
and low cost of ownership while building long-term customer value. From the point of account
opening to the settlement of every transaction debit, credit, or prepaid EFD helps businesses
win more of the right customers, serve them more efficiently and keep them. For more information
on eFunds Corporation, please visit www.efunds.com.
About Fidelity National Information Services
Fidelity National Information Services, Inc. (NYSE: FIS) is a leading provider of core processing
for financial institutions; card issuer and transaction processing services; mortgage loan
processing and mortgage-related information products; and outsourcing services to financial
institutions, retailers, mortgage lenders and real estate professionals. FIS has processing and
technology relationships with 35 of the top 50 global banks, including nine of the top 10.
Approximately 50 percent of all U.S. residential mortgages are processed using FIS software. FIS
is a member of Standard and Poors (S&P) 500(R) Index and has been ranked the number one banking
service provider in the world by American Banker and the research firm Financial Insights and the
number two overall financial technology provider in the annual FinTech 100 rankings. Headquartered
in Jacksonville, Fla., FIS maintains a strong global presence, serving more than 7,800 financial
institutions in more than 60 countries worldwide. For more information on Fidelity National
Information Services, please visit www.fidelityinfoservices.com.
Forward Looking Statements
Statements in this press release that relate to Fidelity National Information Services or
EFD/eFunds future plans, objectives, expectations, performance, events and the like may constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Future events, risks and uncertainties, individually or in the
aggregate, could cause our actual results to differ materially from those
expressed or implied in these forward-looking statements. The material factors and assumptions
that could cause actual results to differ materially from current expectations include, without
limitation, the following: (1) the possibility that there are unexpected delays in obtaining
regulatory approvals; (2) the failure to obtain approval of EFDs shareholders; (3) actions that
may be taken by the competitors, customer and suppliers of FIS or EFD that may cause the
transaction to be delayed or not completed; (4) the possibility that the revenues, cost savings,
growth prospects and any or other synergies expected from the proposed transaction may not be fully
realized or may take longer to realize than expected; (5) that competitors pricing, marketing
programs, product bundling, new product introductions or other activities will negatively impact
sales; (6) the credit ratings of the combined company may be different from FIS expectation; (7)
the amount and timing of share repurchases undertaken by FIS may be different than FIS
expectations; (8) delays associated with integrating the companies, including employees and
operations, after the transaction is completed; (9) the possible impairment of goodwill and other
long-lived assets resulting from the transaction and the resulting impact on the combined entitys
assets and earnings; (10) unexpected variations in market growth and demand for the combined
companys products and technologies; (11) potential constraints on the ability to develop, launch
new products on a timely basis; and (12) other factors that may affect future results of the
combined company described in the section entitled Risk Factors in the proxy statement to be
mailed to EFD/eFunds shareholders and in FIS and EFDs respective filings with the U.S.
Securities and Exchange Commission (SEC) that are available on the SECs web site located at
http://www.sec.gov, including the sections entitled Risk Factors in FIS and EFDs Form 10-K for
the fiscal year ended December 31, 2006 and Form 10-Q for the fiscal quarter ended March 31, 2007.
Readers are strongly urged to read the full cautionary statements contained in those materials.
We assume no obligation to update any forward-looking statements to reflect events that occur or
circumstances that exist after the date on which they were made.
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of EFD will be filed with the SEC,
and the final proxy statement will be mailed to EFD shareholders. Investors and security holders
will be able to obtain free copies of the proxy statement (when available) as well as other filed
documents containing information about FIS and EFD, without charge, at the SECs web site
(http://www.sec.gov). Free copies of FIS SEC filings are also available on FIS website
(www.fidelityinfoservices.com) and free copies of EFDs SEC filings are also available on EFDs
website (www.efunds.com).
Participants in the Solicitation
FIS, EFD and their respective directors and executive officers may be deemed, under SEC rules, to
be participants in the solicitation of proxies from EFDs shareholders with respect to the proposed
transaction. Information regarding the directors and executive officers of FIS is included in its
definitive proxy statement for its 2007 Annual Meeting of Shareholders filed with the SEC on April
19, 2007. Information regarding the directors and officers of EFD is included in the definitive
proxy statement for EFDs 2007 Annual Meeting of Shareholders filed with the
SEC on April 20, 2007. More detailed information regarding the identity of potential participants,
and their direct or indirect interests, by securities holding or otherwise, will be set forth in
the proxy statement and other materials to be filed with the SEC in connection with the proposed
transaction.
Contacts:
Fidelity National Information Services, Inc.
Mary K. Waggoner, 904-854-3282
Senior Vice President of Investor Relations
Michelle Kersch, 904-854-5043
Senior Vice President
Marketing and Corporate Communications
EFD/eFunds Corporation
Helen Johnson, 480-629-7607
Senior Vice President, Treasurer
SOURCE Fidelity National Information Services, Inc.