The First American Corporation Announces Completion of First Advantage Buy-in
18 Noviembre 2009 - 7:32AM
PR Newswire (US)
--Subsequent Offer Period Expires and Short-form Merger Completed--
SANTA ANA, Calif., Nov. 18 /PRNewswire-FirstCall/ -- The First
American Corporation (NYSE:FAF), America's largest provider of
business information, today announced the expiration of the
subsequent offering period for its offer to exchange all shares of
Class A common stock of its subsidiary, First Advantage Corporation
(NASDAQ:FADV). First American also announced that it had completed
the buy-in of First Advantage by acquiring all outstanding First
Advantage shares not tendered in the exchange offer by means of a
short-form merger under Delaware law. "Congratulations to Anand
Nallathambi and his team for the excellent job they did in making
First Advantage an innovative and successful company," said Parker
S. Kennedy, chairman and chief executive officer of The First
American Corporation. "We are grateful to the First Advantage board
of directors for effectively shepherding the company throughout its
existence. Given the strong foundation built by Anand, his team and
the First Advantage board of directors, I am confident that the
First Advantage businesses will form an intrinsic and dynamic part
of our Information Solutions Company." The subsequent offering
period of the exchange offer expired as scheduled at 5 p.m. Eastern
time, on Nov. 17, 2009. Wells Fargo Bank, N.A., the exchange agent
for the exchange offer, has advised First American that, as of the
expiration of the subsequent offering period, an aggregate of
13,975,239 shares of First Advantage Class A common stock had been
tendered and accepted for purchase in the exchange offer. The
shares validly tendered in the exchange offer and accepted for
purchase represent approximately 89 percent of the shares of Class
A common stock outstanding. Giving effect to the conversion of
shares of First Advantage Class B common stock owned by First
American, after expiration of the exchange offer, First American
owned approximately 58,241,731 shares of First Advantage Class A
common stock representing approximately 97 percent of the shares of
Class A common stock outstanding. First American also announced
today that it had acquired all outstanding First Advantage shares
not tendered in the exchange offer by means of a short-form merger
under Delaware law. As a result of the merger, the outstanding
shares of First Advantage Class A common stock held by the public
at the effective time of the merger were canceled and converted
into the right to receive the consideration offered in the exchange
offer--0.58 of a First American common share per share of Class A
common stock. First Advantage is now a wholly owned subsidiary of
First American, and First American intends to cause First
Advantage's Class A common stock to be delisted from the NASDAQ
Stock Market. Information on the appraisal rights of First
Advantage stockholders in connection with the merger is contained
in First American's Registration Statement filed with the
Securities and Exchange Commission relating to the exchange offer
and merger. In addition, First Advantage will provide its former
stockholders as of the effective time of the merger with a notice
of merger setting forth their appraisal rights. 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 and Merger 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. In
connection with the offer to exchange and merger, First American
filed a Final Prospectus with the Securities and Exchange
Commission ("SEC") on Nov. 10, 2009 (the "Final Prospectus"), which
forms part of First American's Registration Statement on Form S-4,
as amended, and a tender offer statement on Schedule TO with the
SEC. Former First Advantage stockholders should read the Final
Prospectus, and any other filings made by First American with the
SEC in connection with the exchange offer and merger, as they
contain important information. The Final 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 merger, by requesting
by mail at 105 Madison Avenue, New York, N.Y. 10016, or 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 delisting of First Advantage from
the NASDAQ Stock Market, information to be provided to First
Advantage stockholders and the integration of First Advantage, are
"forward-looking statements." These forward-looking statements may
contain the words "intend," "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 those described
in the Final Prospectus. The forward-looking statements speak only
as of the date they are made. Except as required by law, First
American 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: Carrie Gaska
Corporate Communications The First American Corporation (714)
250-3298 -- Investor Contact: Mark Seaton Investor Relations The
First American Corporation (714) 250-4264 -- DATASOURCE: The First
American Corporation CONTACT: Media, Carrie Gaska, Corporate
Communications, +1-714-250-3298, , or 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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