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Quotes & Info
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| FIS > SEC Filings for FIS > Form 8-K on 1-Apr-2009 | All Recent SEC Filings |
1-Apr-2009
Other Events
On March 31, 2009, Fidelity National Information Services, Inc. ("FIS" ),
Metavante Technologies, Inc. ("Metavante"), and a wholly owned subsidiary of FIS
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Metavante will, subject to the terms and
conditions of the Merger Agreement, merge with and into Merger Sub, with Merger
Sub continuing as the surviving company. Simultaneous with the entry into the
Merger Agreement, FIS also entered into an investment agreement with affiliates
of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. pursuant
to which FIS will issue approximately 16 million shares of FIS common stock for
aggregate proceeds of $250 million, subject to the terms and conditions set
forth in the investment agreement. A copy of the press release announcing the
merger and the investment and an investor presentation are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference
herein.
Additional Information and Where to Find It
In connection with the proposed transactions, FIS and Metavante will file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including a registration statement on Form S-4 that will include a joint proxy
statement of FIS and Metavante that also constitutes a prospectus of FIS. FIS
and Metavante will mail the final joint proxy statement/prospectus to their
respective shareholders. Investors and security holders are urged to read these
documents (if and when they become available) and any other relevant documents
filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information about FIS, Metavante and the
proposed transactions.
Investors and security holders may obtain these documents (and any other
documents filed by FIS or Metavante with the SEC) free of charge at the SEC's
website at www.sec.gov. In addition, the documents filed with the SEC by
Metavante may be obtained free of charge by directing such request to: Investor
Relations, 4900 West Brown Deer Road, Milwaukee, WI 53223 or from Metavante's
Investor Relations page on its corporate website at www.metavante.com. The
documents filed with the SEC by FIS may be obtained free of charge by directing
such request to: Investor Relations, 601 Riverside Drive, Jacksonville, FL
32204, or from FIS's Investor Relations page on its corporate website at
www.fidelityinfoservices.com.
Participants in the Solicitation
Metavante, FIS, and their respective executive officers, directors and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders of Metavante
and FIS in favor of the proposed transactions. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the
solicitation of the shareholders in connection with the proposed transactions
will be set forth in the joint proxy statement/prospectus when it is filed with
the SEC. Information about the executive officers and directors of Metavante and
their ownership of Metavante common stock is set forth in the proxy statement
for Metavante's 2008 Annual Meeting of Shareholders, which was filed with the
SEC on April 11, 2008. Information about the executive officers and directors of
FIS and their ownership of FIS common stock is set forth in the proxy statement
for FIS's 2008 Annual Meeting of Shareholders, which was filed with the SEC on
April 15, 2008.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated April 1, 2009
99.2 Investor Presentation, dated April 1, 2009
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