Fidelity National Information Services, Inc. to Acquire Metavante Technologies, Inc.

Posted on April 1, 2009 · Posted in Press Release

MARKHAM, Ontario, April 1, 2009 – Everlink, a leading provider of Integrated Payment Solutions and Services in the Canadian marketplace, is pleased to confirm today the acquisition of Metavante Technologies – Everlink’s current majority owner — by Fidelity National Information Systems.

“This is a good news story for Everlink and our customers. There is no impact to the services we provide to our valued customers, or to any contracts or business initiatives we have in place or underway with our customers or prospects. For us at Everlink, it is business as usual: We will continue our client-centric focus by providing outstanding service and delivering “what we say, when we say”. Over the coming weeks/months, as the integration of Metavante and FIS is completed, we will be benefactors of being associated with an even larger, more comprehensive and more influential “majority shareholder” corporation, with broader and deeper synergies than was the case with Metavante alone.” stated Mark Ripplinger, President of Everlink.

Below are some high level attributes of FIS, Metavante and the combined FIS – Metavante business:

  • Fidelity National Information Services, Inc. (NYSE: FIS). A Fortune 500 company.
  • Leading provider of core processing for financial institutions; card issuer and transaction processing services; outsourcing services to financial institutions and retailers.
  • Processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10.
  • FIS is a member of the S&P 500 Index.
  • Ranked the number one banking technology provider in the world in the annual FinTech 100 rankings.
  • Serves more than 14,000 financial institutions in more than 90 countries worldwide.
  • Metavante (NYSE: MV) is a leading provider of banking and payments technologies to approximately 8,000 financial services firms and businesses.
  • The pro forma enterprise value of the combined company is approximately $10 billion.

The combination creates an industry leader with enhanced growth prospects. FIS is a leading provider of core and transaction processing services, card issuer solutions and outsourcing services to more than 14,000 financial institutions worldwide. Metavante is a leading provider of banking and payments technologies to approximately 8,000 financial services firms and businesses. Together, the combined company will provide one of the most comprehensive ranges of integrated products and services, across more markets and more geographies worldwide than any other provider in the industry.

The pro forma financial implications are compelling. FIS and Metavante serve complementary customer bases and have highly diversified and recurring revenue streams. In 2008, the companies generated pro forma combined revenue of $5.2 billion, adjusted EBITDA of $1.3 billion and free cash flow of more than $500 million. As a result of the combination, FIS anticipates it will achieve cost synergies of approximately $260 million. The increased global scale and expected cost savings are expected to generate significant margin expansion. The transaction is expected to be accretive to adjusted earnings per share in 2010.

“The combined scale, complementary product capabilities and market breadth of these two great companies will drive significant competitive advantages in the increasingly dynamic marketplace,” stated William P. Foley, II, chairman of FIS. “This transaction will further strengthen FIS’s competitive position as a leading global provider of technology solutions and enable us to generate increased value for shareholders and customers,” added Lee A. Kennedy, FIS president and chief executive officer.

“By bringing these two companies together, we expect to accelerate revenue growth, drive higher profitability, and create greater financial flexibility for growth investments and acquisitions,” said Frank R. Martire, Metavante’s current chairman and chief executive officer. “In addition, the size, scope and geographic reach of the combined company will offer even greater opportunities to our employees, world-wide.”

The leadership team will be comprised of executives from both companies with broad industry experience and strong management depth. Mr. Foley will serve as chairman of the board of FIS. Mr. Kennedy will serve as executive vice chairman of the board with responsibility for integrating the two companies, and Mr. Martire will be named president and chief executive officer of FIS. Reporting to Mr. Martire will be Gary A. Norcross as chief operating officer (current COO of FIS) and Michael D. Hayford as chief financial officer (current president and COO of Metavante). George P. Scanlon (current chief financial officer of FIS) will serve as executive vice president of finance. Following the completion of the transaction, the board of directors will consist of six FIS board members and three Metavante directors. FIS’s headquarters will remain in Jacksonville, Florida.

Additional Transaction Details
The transaction will be structured as a tax-free reorganization whereby Metavante will be merged with and into a newly formed subsidiary of FIS. Based on the 1.35 fixed exchange ratio, FIS would issue approximately 162 million basic shares to Metavante shareholders. In addition, a simultaneous equity investment by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. in FIS common stock will result in approximately 16 million additional newly issued shares. At closing, the combined company would have approximately 374 million fully diluted shares outstanding. The requisite Metavante lenders have agreed to waive their change of control provisions and permit the merger to proceed. After giving effect to the transaction, the combined company is projected to have approximately $3.8 billion of debt outstanding at closing, including $1.45 billion of debt to be incurred and assumed in connection with the acquisition and will have improved financial leverage and credit statistics.

Approvals and Anticipated Closing
The transaction is subject to approval by FIS and Metavante shareholders, receipt of regulatory approvals and the satisfaction of customary closing conditions. Metavante said that its largest shareholder, an entity affiliated with Warburg Pincus that currently owns 25% of the outstanding common stock of Metavante, has entered into a Support Agreement with FIS pursuant to which it has agreed, subject to the terms and conditions of the Support Agreement, to vote in favor of the transaction. Upon completion of the deal, Warburg Pincus will be the largest single shareholder of the new company with approximately 11% ownership and will have board representation. FIS and Metavante expect to complete the transaction in the third quarter of 2009.

About Everlink
Everlink Payment Services Inc. based in Markham, ON, is a joint-venture company owned by FIS and Celero Solutions, and is fully compliant and EMV certified with the Interac, MasterCard and Visa associations. Everlink is a recognized leader in the dependable secure delivery of Electronic Transaction Processing services, EMV Chip, Managed ATM Services and Integrated Payment Solutions in the Canadian financial services marketplace. Everlink is the first in Canada to instantly issue a fully personalized, Interac and MasterCard certified EMV Chip card.

About Fidelity National Information Services, Inc.
Fidelity National Information Services, Inc. (NYSE: FIS), a Fortune 500 company, is a leading provider of core processing for financial institutions; card issuer and transaction processing services; and outsourcing services to financial institutions and retailers. FIS has processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10. FIS is a member of the S&P 500 Index and has been ranked the number one banking technology provider in the world by American Banker and the research firm Financial Insights in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS maintains a strong global presence, serving more than 14,000 financial institutions in more than 90 countries worldwide.
For more information on FIS, please visit www.fidelityinfoservices.com.

About Metavante
Metavante Technologies, Inc. (NYSE: MV) is the parent company of Metavante Corporation. Metavante Corporation delivers banking and payments technologies to approximately 8,000 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment, outsourcing, and payment network solutions including the NYCE Network, a leading ATM/PIN debit network. Metavante (www.metavante.com) is headquartered in Milwaukee. Metavante and NYCE are registered trademarks of Metavante Corporation, which is the principal subsidiary of Metavante Technologies, Inc.

To learn more about the Everlink suite of integrated payment solutions, please contact one of our Business Development or Channel Sales & Marketing team members at 1-866-388-0076 or view our contact page.

For additional information on any other issues, please contact Paul Mighton, Vice President, Channel Sales & Marketing at Paul.Mighton@everlink.ca or (416) 659-2039