Fidelity National Financial Announces Final Election And Allocation Results
As previously announced, F&G shareholders were able to elect to receive, without interest and subject to any required withholding of taxes, (i)
The final election results were:
- Holders of 176,352,291 F&G ordinary shares, or approximately 82.22% of the outstanding F&G ordinary shares, elected to receive the cash consideration (the "cash election shares").
- Holders of 3,488,854 F&G ordinary shares, or approximately 1.63% of the outstanding F&G ordinary shares, elected to receive the stock consideration (the "stock election shares").
- Holders of 34,649,842 F&G ordinary shares (including 12,000,000 F&G ordinary shares with respect to which dissenters' rights have been asserted on a preliminary basis under Cayman law), or approximately 16.15 % of the outstanding shares of F&G ordinary shares, did not make a valid election (the "non-election shares").
In accordance with the proration and adjustment procedures of the merger agreement, because there was an oversubscription of the cash election:
- Holders of F&G ordinary shares that validly elected to receive stock consideration in the merger will receive, for each F&G ordinary share for which such election was made, 0.2558 shares of FNF common stock;
- Holders of F&G ordinary shares that did not make a valid election (other than such shares with respect to which dissenters' rights have been asserted on a preliminary basis under Cayman law) will receive, for each F&G ordinary share held by such stockholder, 0.2558 shares of FNF common stock; and
- Holders of F&G ordinary shares that validly elected to receive cash consideration in the merger will receive, for each F&G ordinary share for which such election was made, a combination of cash consideration and stock consideration based on a final proration factor of 0.667723490. As a result, the shares held by cash-electing shareholders will be exchanged for
$1,471,936,450.00 in cash and an aggregate of 14,988,872 shares of FNF common stock.
About
Cautionary Note Regarding Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements relating to FNF, including statements relating to the proposed transaction and related matters. Such statements are subject to risks and uncertainties, many of which are beyond the control of FNF, that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of the management of FNF. Forward-looking statements are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes in the financial markets; (2) the outcome of any legal proceedings that may be instituted against FNF following the announcement of the merger agreement and the transactions contemplated therein; (3) the risk that the transactions contemplated by the merger agreement disrupt current plans and operations of FNF as a result of the announcement thereof; (4) the ability to recognize the anticipated benefits of the transactions contemplated by the merger agreement, which may be affected by, among other things, competition, the ability of the management of FNF to grow and manage its business profitably and to retain its key employees; (5) costs related to the transactions contemplated by the merger agreement; (6) changes in applicable laws or regulations; (7) the risk that the mergers may not be treated as a single integrated transaction that qualifies as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the transactions contemplated by the merger agreement would be treated as a taxable sale by
All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. FNF does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Transaction and Where to Find It
This press release relates to a proposed transaction between F&G and FNF, which is the subject of a registration statement and relevant solicitation materials filed by FNF with the
FNF-G
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SOURCE
Fidelity National Financial, Inc.: Investors: Jamie Lillis, Managing Director, Solebury Trout, jlillis@soleburytrout.com, 203.428.3223