The First American Corporation Commences Exchange Offer for Publicly Held Shares of First Advantage Corporation
09 Octubre 2009 - 6:32AM
PR Newswire (US)
- Exchange Ratio of 0.58 First American Shares for Each Share of
First Advantage - SANTA ANA, Calif., Oct. 9 /PRNewswire-FirstCall/
-- The First American Corporation (NYSE:FAF), America's largest
provider of business information, today announced that it has
commenced an exchange offer for all publicly held shares of the
common stock of its subsidiary, First Advantage Corporation
(NASDAQ:FADV). The exchange offer will expire at 5 p.m. on Tuesday,
Nov. 10, 2009, unless extended. As previously announced, under the
terms of the exchange offer, First American is offering 0.58 of a
First American common share for each share of First Advantage
common stock tendered in the exchange offer and accepted for
purchase by First American. Based on First American's closing stock
price on Oct. 8, 2009, the exchange ratio represents an offer price
of $18.37 per share and a 44 percent premium to First Advantage's
closing stock price on June 26, 2009, the last trading day prior to
the announcement by First American of its intention to acquire
First Advantage. First American currently owns indirectly or
controls approximately 80 percent of First Advantage's common
stock. Among other conditions, the exchange offer is subject to a
nonwaivable condition that the exchange offer be accepted by a
majority of the outstanding shares of First Advantage common stock
held by the public (excluding shares held by First American and its
affiliates; directors and officers of First American and First
Advantage; and Experian Information Solutions, Inc., a partner in a
joint venture through which First American owns a portion of its
First Advantage shares) and a further waivable condition that upon
consummation of the exchange offer First American will own or
control at least 90 percent of each class of outstanding First
Advantage shares (after giving effect to the conversion of the
Class B shares into Class A shares on a one-for-one basis). The
complete terms and conditions of First American's exchange offer
are set forth in a prospectus First American filed today with the
Securities and Exchange Commission (the "SEC"), and will mail to
First Advantage stockholders. If the exchange offer is successfully
consummated, First American intends to acquire any remaining shares
at the same exchange ratio through a short-form merger. First
Advantage has informed First American that it will file a
Solicitation / Recommendation Statement on Schedule 14D-9 with the
SEC conveying to First Advantage stockholders the recommendation of
a special committee of its board of directors consisting of
directors unaffiliated with First American, on behalf of First
Advantage's board, that First Advantage stockholders tender their
shares in the exchange offer. Once filed, the Schedule 14D-9 will
be mailed to First Advantage stockholders. First Advantage
stockholders are urged to read the Schedule 14D-9 because it will
contain important information. The Schedule 14D-9 will be available
free of charge on the SEC's Web site, at http://www.sec.gov/. About
First American The First American Corporation (NYSE:FAF) is a
FORTUNE 500® company that traces its history to 1889. With total
revenues of approximately $6.2 billion in 2008, it is America's
largest provider of business information. First American combines
advanced analytics with its vast data resources to supply
businesses and consumers with valuable information products to
support the major economic events of people's lives, such as
getting a job, renting an apartment, buying a car or house,
securing a mortgage and opening or buying a business. The First
American Family of Companies, many of which command leading market
share positions in their respective industries, operate within five
primary business segments, including: Title Insurance and Services,
Specialty Insurance, Information and Outsourcing Solutions, Data
and Analytic Solutions, and Risk Mitigation and Business Solutions.
More information about the company and an archive of its press
releases can be found at http://www.firstam.com/. Important
Information About the Exchange Offer The description contained in
this press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell securities.
First American has filed a Registration Statement on Form S-4 (the
"Registration Statement") and a tender offer statement on Schedule
TO, each dated Oct. 9, 2009, with the SEC. The offer to exchange is
being made only pursuant to the prospectus that forms part of the
Registration Statement and the related letter of transmittal. First
Advantage stockholders should read the prospectus filed by First
American, and any other filings made by First American with the SEC
in connection with the exchange offer, as they contain important
information. The prospectus and Schedule TO, as well as First
American's other public SEC filings, can be obtained at
http://www.firstam.com/, and also from MacKenzie Partners, Inc.,
the information agent for the exchange offer, by requesting by
phone, toll free at (800) 322-2885, or collect at (212) 929-5500.
Public filings for First American can be obtained without charge at
the SEC's Web site at http://www.sec.gov/. Forward-Looking
Statements Certain statements made in this press release, including
but not limited to those related to the conditions to the exchange
offer or the waiver or satisfaction thereof; the short-form merger
to acquire any remaining shares if the exchange offer is
consummated; the recommendation of First Advantage's board of
directors and the filing of a Schedule 14D-9 by First Advantage,
are "forward-looking statements." These forward-looking statements
may contain the words "believe," "anticipate," "expect," "plan,"
"predict," "estimate," "project," "will be," "will continue," "will
likely result," or other similar words and phrases. Risks and
uncertainties exist that may cause results to differ materially
from those set forth in these forward-looking statements. Factors
that could cause the anticipated results to differ from those
described in the forward-looking statements, include: the inability
to satisfy the conditions to the consummation of the exchange offer
or the subsequent merger; failure to realize or delay in the
realization of the expected cost savings and other synergies from
the transaction; operational disruption during the pendency of the
transaction; and other factors described on page 3 of the company's
annual report on Form 10-K for the year ended Dec. 31, 2008, filed
March 2, 2009, and in Part I, Item 1A of such annual report, as
updated in Part II, Item 1A of the company's quarterly reports on
Form 10-Q for the quarters ended March 31, 2009, and June 30, 2009,
in each case as filed with the SEC. The forward-looking statements
speak only as of the date they are made. Except as required by law,
the company does not undertake to update forward-looking statements
to reflect circumstances or events that occur after the date the
forward-looking statements are made. Media Contact: Investor
Contact: Carrie Gaska Mark Seaton Corporate Communications Investor
Relations The First American Corporation The First American
Corporation (714) 250-3298 (714) 250-4264 DATASOURCE: The First
American Corporation CONTACT: Media, Carrie Gaska, Corporate
Communications, +1-714-250-3298, , Investors, Mark Seaton, Investor
Relations, +1-714-250-4264, , both of The First American
Corporation Web Site: http://www.firstam.com/
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