The First American Corporation Successfully Completes Exchange Offer for Publicly Held Shares of First Advantage Corporation
11 Noviembre 2009 - 7:32AM
PR Newswire (US)
SANTA ANA, Calif., Nov. 11 /PRNewswire-FirstCall/ -- The First
American Corporation (NYSE:FAF), America's largest provider of
business information, today announced the expiration of the initial
offering period for its offer to exchange all publicly held shares
of the common stock of its subsidiary, First Advantage Corporation
(NASDAQ:FADV), and that all of the conditions to the exchange offer
have been satisfied. First American also announced the commencement
of a subsequent offering period for the exchange offer that will
expire at 5 p.m. Eastern time on Nov. 17, 2009, unless extended.
The initial offering period of the exchange offer expired as
scheduled at 5 p.m. Eastern time on Nov. 10, 2009. Wells Fargo
Bank, N.A., the exchange agent for the exchange offer, has advised
First American that, as of the expiration of the initial offering
period, 13,779,301 shares of First Advantage Class A common stock
had been validly tendered and not properly withdrawn from the
exchange offer, including 737,241 shares subject to guaranteed
delivery procedures. The First Advantage shares validly tendered
and not properly withdrawn, together with the shares delivered
through notices of guaranteed delivery, represent approximately 88
percent of the shares of First Advantage Class A common stock
outstanding. First American has accepted for payment all First
Advantage shares validly tendered and not properly withdrawn during
the initial offering period, and such shares may not now be
withdrawn. Giving effect to the conversion of shares of First
Advantage Class B common stock owned by First American, First
American now owns approximately 57,308,552 shares of First
Advantage Class A common stock, representing approximately 96
percent of the equity interest in First Advantage. First American
also announced the commencement of a subsequent offering period for
First Advantage Class A common stock. The subsequent offering
period will expire at 5 p.m. Eastern time on Nov. 17, 2009, unless
extended. Any such extension will be followed by a public
announcement no later than 9 a.m. Eastern time on the next business
day after the subsequent offering period is scheduled to expire.
All shares of First Advantage Class A common stock validly tendered
during the subsequent offering period will be immediately accepted
and promptly paid for, with tendering stockholders receiving the
same per share consideration as provided during the initial
offering period - 0.58 of a First American common share. Procedures
for tendering First Advantage shares during the subsequent offering
period are the same as during the initial offering period, except
that (1) First Advantage shares cannot be delivered by the
guaranteed delivery procedures and (2) as permitted by Securities
and Exchange Commission ("SEC") rules, shares tendered during the
subsequent offering period may not be withdrawn. Promptly following
completion of the subsequent offering period, First American
intends to cause First Advantage to be merged with a subsidiary of
First American. In the merger, each remaining First Advantage Class
A common stock held by the public will be converted into the same
consideration offered in the exchange offer. Following the merger,
First Advantage will be a wholly owned subsidiary of First American
and will be delisted from the NASDAQ Stock Market. 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. In
connection with the offer to exchange, First American filed a Final
Prospectus with the 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. The offer to exchange is being made only pursuant to the
Final Prospectus and the related letter of transmittal. 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, 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
exchange offer, 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 merger of a subsidiary of First American with and
into First Advantage and the delisting of First Advantage from the
NASDAQ Stock Market, 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 legal impediments to any merger
of a First American subsidiary with First Advantage and other
factors 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: 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, , 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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