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September 15, 2005
WASHINGTON, D.C., September 15, 2005 - Covington & Burling represented the Board of Directors of Certegy, Inc. in its merger agreement with Fidelity National Information Services (FIS), a subsidiary of Fidelity National Financial, Inc. The transaction will combine operations to form a single publicly traded entity.
According to the terms of the agreement, Certegy and FIS will be joined in a tax-free, stock-for-stock merger. Each share of FIS common stock will be exchanged for 0.6396 shares of Certegy common stock. Certegy will pay a $3.75 per share special cash dividend to its shareholders before the transaction closes.
Certegy provides credit, debit, check risk management, and cash access services to over 6,500 financial institutions and 100,000 retailers, globally. FIS provides core financial institution processing, mortgage loan processing, related information products, and outsourcing services to mortgage lenders, real estate professionals, and financial institutions. The name of the combined company will be Fidelity National Information Services, Inc.
The Covington team included Bruce Wilson, Stephen Infante, Thomas Johnson, Donald Brown, Gregory Duffy, Kelly Love, and Michael Riella. Citigroup acted as financial advisor to Certegy and Deutsche Bank acted as financial advisor to the Certegy Board. Fidelity was advised by Bear, Stearns and the Fidelity Board was advised by Stephens & Co.