Business Context and Reporting Period
This Form 8-K Current Report was filed by Fidelity National Information Services, Inc. (FIS) on April 1, 2009, covering events that occurred on March 31, 2009. The filing announces a strategic merger and a concurrent capital raise.
Key Financial Metrics and Transaction Details
The filing details two primary financial events:
- Merger Agreement: FIS, Metavante Technologies, Inc. (Metavante), and a wholly-owned FIS subsidiary entered into an Agreement and Plan of Merger. Metavante will merge into the subsidiary, which will continue as the surviving entity.
- Capital Raise: Simultaneously, FIS entered into an investment agreement with affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc.
- Proceeds: FIS will issue approximately 16 million shares of common stock for aggregate proceeds of $250 million.
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes
The material change reported is the initiation of the merger with Metavante and the issuance of new equity. This represents a significant shift in corporate structure and capitalization compared to the prior period.
Guidance, Outlook, and Risks
Outlook and Process: FIS and Metavante will file a registration statement on Form S-4, which will include a joint proxy statement/prospectus. Shareholders of both companies will be solicited to vote on the transactions.
Risks and Contingencies: The merger is subject to the terms and conditions of the Merger Agreement. The investment is subject to the terms of the investment agreement. Investors are urged to read the upcoming proxy statement/prospectus for important information regarding risks and contingencies.
Participants: Executive officers, directors, and certain employees of both FIS and Metavante are deemed participants in the solicitation of proxies.
Key Facts for Investor Verification
- Verify the final terms of the Merger Agreement and the Investment Agreement in the upcoming Form S-4 filing.
- Confirm the exact number of shares to be issued and the final valuation of the $250 million investment.
- Review the joint proxy statement/prospectus for details on shareholder voting requirements and potential conflicts of interest.
- Assess the strategic rationale for the merger as detailed in the attached Investor Presentation (Exhibit 99.2).