Fidelity National Financial, Inc. Announces Upcoming Milestones Related to the Amended Stock Purchase Agreement with LandAmerica Financial Group, Inc.
Jacksonville, Fla. -- (December 15, 2008) -- Fidelity National Financial, Inc. (NYSE:FNF) today announced several upcoming milestones during the week of December 15, 2008, related to the amended stock purchase agreement with LandAmerica Financial Group, Inc ("LFG"). Under the terms of the amended stock purchase agreement, FNF will acquire LFG's two principal title insurance underwriters, Commonwealth Land Title Insurance Company ("Commonwealth") and Lawyers Title Insurance Corporation ("Lawyers"), as well as United Capital Title Insurance Company ("United").
On Monday, December 15, FNF expects to receive notification on the status of its Form A filing with the state of Nebraska. On Tuesday, December 16, FNF expects a decision by the Chapter 11 court on the amended stock purchase agreement. Finally, on December 18, the waiting period under Hart Scott Rodino approval expires and FNF expects communication from the Federal Trade Commission on its decision concerning the amended stock purchase agreement. Due to the risk to the long-term value of the Commonwealth, Lawyers and United franchises from an extended period of uncertainty concerning their future, the amended stock purchase agreement is subject to termination by FNF if the closing does not take place on or before December 22, 2008.
Accordingly, as required under the November 26, 2008 reinsurance treaties, the reinsurance treaty by and between Chicago Title Insurance Company ("Chicago Title") and Commonwealth, United and LandAmerica NJ Title Insurance Company ("Land NJ") will be terminated effective December 28, 2008, as will the reinsurance treaty by and between Fidelity National Title Insurance Company ("Fidelity National Title") and Lawyers.
As of December 28, 2008, the policies and closing protection letters of Commonwealth, United and Land NJ will no longer be reinsured by Chicago Title and the policies and closing protection letters of Lawyers will no longer be reinsured by Fidelity National Title. All rights and obligations of all parties under the two treaties will terminate, and the treaties will be of no force and effect as of December 28, 2008. If the previously announced amended stock purchase agreement between FNF and LFG is approved by various regulators and closes no later than December 22, 2008, the reinsurance treaties will no longer be required as the LFG underwriters will be released from rehabilitation by the state of Nebraska and they will become underwriters of FNF on that date.
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance, specialty insurance, claims management services and information services. FNF is one of the nation's largest title insurance companies through its title insurance underwriters - Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title - that issue approximately 27 percent of all title insurance policies in the United States. FNF also provides flood insurance, personal lines insurance and home warranty insurance through its specialty insurance business. FNF also is a leading provider of outsourced claims management services to large corporate and public sector entities through its minority-owned subsidiary, Sedgwick CMS. FNF is also a leading information services company in the human resource, retail and transportation markets through another minority-owned subsidiary, Ceridian Corporation. More information about FNF can be found at www.fnf.com
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the possibility that the proposed stock purchase agreement will not be completed due to the failure to secure necessary regulatory approvals; the possibility that there are unexpected delays in obtaining regulatory approvals; the possibility that the revenues, cost savings, growth prospects and any other synergies expected from the proposed transaction may not be fully realized or may take longer to realize than expected; changes in general economic, business and political conditions, including changes in the financial markets; continued weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding or a weak U. S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of the Company's Form 10-K and other filings with the Securities and Exchange Commission.
SOURCE: Fidelity National Financial, Inc.
CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer,
904-854-8120
dkmurphy@fnf.com