Fidelity National Information Solutions To Acquire Factual Data Corp.
May 17, 2002
SANTA BARBARA, CA and LOVELAND, CO -- Fidelity National Information Solutions, Inc. (Nasdaq: FNIS), a source for real estate-related data, technology solutions and services, and Factual Data Corp. (Nasdaq: FDCC), a provider of a of customized information to businesses, primarily the mortgage and consumer lending industries, yesterday announced the signing of a Letter of Intent (LOI) where FNIS will acquire FDCC.
Factual Data specializes in providing customized mortgage credit reports and other mortgage-related services, consumer credit reports, commercial credit reports, resident screening and employment screening. FDCC had revenue of $51.2 million, EBITDA of $12.5 million and net income of $4.1 million in 2001.
Under the terms of the LOI, FDCC will become a wholly-owned subsidiary of FNIS and the stockholders of FDCC will receive the equivalent of $13.75 per FDCC common share. Each share of FDCC common stock will be exchanged for a maximum of $10.3125 in FNIS common stock and a minimum of $3.4375 in cash. At its option, FNIS can elect to increase the cash consideration to up $6.875 per FDCC common share or pay all cash. The FNIS common stock will be valued using the average closing price of FNIS common stock over the ten trading day period ending two days prior to the closing date. The parties expect to sign a Definitive Agreement during the month of June.
"This acquisition will immediately elevate FNIS to a top three position in the mortgage credit reporting market and be accretive from the date of closing," said William P. Foley, II, at right, Chairman of the Board of FNIS. "Factual Data is an industry leader in delivering its service offerings over the Internet and utilizing technology and workflow management to provide the customer service, speed, reliability, accuracy and customization that industry participants increasingly demand."
"FDCC's advanced technology delivery platform allows it to produce very attractive operating margins and we are confident that we can realize a minimum of $5 million in operating synergies in the first year of the combined operation," said Patrick F. Stone, Chief Executive Officer of FNIS. "We also believe that the FDCC technology platform can be utilized to increase the profitability and efficiency of other FNIS data offerings such as flood determinations and automated property valuations."
"We are excited about the significant mortgage industry relationships that FNIS brings," said Jerry Donnan, Chairman and Chief Executive Officer of Factual Data. "We can leverage those relationships to deepen our penetration in the mortgage credit market and capitalize on our utilization of technology to continue to broaden our product offering in other mortgage-related and settlement services products such as resident screening for Real Estate Investment Trusts and property management firms."