JACKSONVILLE, Fla.,
Oct. 31, 2013 /PRNewswire/
-- Lender Processing Services, Inc. (NYSE: LPS), a leading
provider of integrated technology, services, data and analytics to
the mortgage and real estate industries, today announced it has set
a date for a special meeting of its stockholders to consider and
vote on its acquisition by Fidelity National Financial, Inc. (NYSE:
FNF) and certain other matters. The special meeting will be
held on December 19, 2013, at
10:00 a.m. local time, at the
Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, Florida.
(Logo: http://photos.prnewswire.com/prnh/20120802/FL50731LOGO
)
LPS stockholders of record as of the close of business on
October 29, 2013 are entitled to vote
at the special meeting. Additional information concerning the
special meeting and the transaction is included in the definitive
proxy statement relating to the special meeting, which has been
filed with the Securities and Exchange Commission and will be
mailed to LPS stockholders who are entitled to vote at the special
meeting.
The transaction is subject to approval by LPS stockholders,
approvals from applicable federal and state regulators and
satisfaction of other customary closing conditions. Closing
of the transaction is currently expected to occur at or around the
end of 2013.
About LPS
Lender Processing Services (NYSE: LPS) delivers comprehensive
technology solutions and services, as well as powerful data and
analytics, to the nation's top mortgage lenders, servicers and
investors. As a proven and trusted partner with deep client
relationships, LPS provides major U.S. banks and many federal
government agencies the technology and data needed to support
mortgage lending and servicing operations, meet unique regulatory
and compliance requirements and mitigate risk. These
integrated solutions support origination, servicing, portfolio
retention and default servicing. LPS' servicing solutions include
MSP, the industry's leading loan-servicing platform, which is used
to service approximately 50 percent of all U.S. mortgages by dollar
volume. LPS also provides proprietary data and analytics for the
mortgage, real estate and capital markets industries.
LPS is a Fortune 1000 company headquartered in Jacksonville, Fla. For more information,
please visit www.lpsvcs.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of LPS by FNF, the expected timetable for completing
the transaction, benefits and synergies of the transaction, future
opportunities for the combined company and products and any other
statements regarding FNF's and LPS' future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not historical facts are
"forward-looking" statements made within the meaning of Section 21E
of the Securities Exchange Act of 1934. These statements are often,
but not always, made through the use of words or phrases such as
"believe," "anticipate," "should," "intend," "plan," "will,"
"expect(s)," "estimate(s)," "project(s)," "positioned," "strategy,"
"outlook" and similar expressions. All such forward-looking
statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed in the
statements. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: the ability to consummate the
proposed transaction; the ability to obtain requisite regulatory
and stockholder approval and the satisfaction of other conditions
to the consummation of the proposed transaction; the ability of FNF
to successfully integrate LPS' operations and employees and realize
anticipated synergies and cost savings; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers and
competitors; FNF and LPS are subject to intense competition and
increased competition is expected in the future; LPS' ability to
adapt its services to changes in technology or the marketplace; the
impact of changes in the level of real estate activity (including,
among others, loan originations, and refinancings in particular,
and foreclosures) on demand for certain of LPS' services; LPS'
ability to maintain and grow its relationship with its customers;
the effects of LPS' substantial leverage on its ability to make
acquisitions and invest in its business; the level of scrutiny
being placed on participants in the foreclosure business; risks
associated with federal and state enforcement proceedings,
inquiries and examinations currently underway or that may be
commenced in the future with respect to LPS' default management
operations, and with civil litigation relating to these matters;
changes to the laws, rules and regulations that regulate LPS'
businesses as a result of the current economic and financial
environment; changes in general economic, business and political
conditions, including changes in the financial markets; the impact
of any potential defects, development delays, installation
difficulties or system failures on LPS' business and reputation;
and risks associated with protecting information security and
privacy. Additional information concerning these and other factors
can be found in LPS' and FNF's filings with the Securities and
Exchange Commission ("SEC"), including LPS' and FNF's most recent
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and the proxy
statement/prospectus included in the Registration Statement on Form
S-4 that FNF has filed with the SEC in connection with the merger,
which was declared effective by the SEC on October 31, 2013. FNF and LPS assume no
obligation to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof and LPS undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of LPS by FNF. In connection
with the proposed acquisition, LPS and FNF have filed relevant
materials with the SEC, including FNF's registration statement on
Form S-4 that included a proxy statement of LPS that also
constitutes a prospectus of FNF relating to the proposed
transaction. The registration statement was declared
effective by the SEC on October 31,
2013. Investors and security holders are urged to read all
relevant documents filed with the SEC, including the definitive
proxy statement/prospectus, because they contain important
information about the proposed transaction. Investors and security
holders are able to obtain the documents free of charge at the
SEC's website, http://www.sec.gov, or for free from LPS by
contacting Nancy Murphy, LPS Vice
President, Investor Relations, 904-854-8640,
Nancy.Murphy@lpsvcs.com, or for free from FNF by contacting
Daniel Kennedy Murphy, FNF Senior
Vice President and Treasurer, 904-854-8120, dkmurphy@fnf.com.
Participants in Solicitation
FNF and its directors, executive officers and certain employees,
and LPS and its directors, executive officers and certain
employees, may be deemed to be participants in the solicitation of
proxies from the holders of LPS common stock in respect of the
proposed transaction. Information about LPS' directors and
executive officers is set forth in the proxy statement for LPS'
2013 Annual Meeting of stockholders, which was filed with the SEC
on April 9, 2013. To the extent
holdings of LPS securities have changed since the amounts contained
in the proxy statement for LPS' 2013 Annual Meeting of
stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information about FNF's directors and executive officers is set
forth in the proxy statement for FNF's 2013 Annual Meeting of
stockholders, which was filed with the SEC on April 12, 2013. To the extent holdings of FNF
securities have changed since the amounts contained in the proxy
statement for FNF's 2013 Annual Meeting of stockholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Investors may obtain
additional information regarding the interest of such participants
by reading FNF's registration statement on Form S-4 regarding the
proposed acquisition that includes a proxy statement of LPS. The
registration statement was declared effective by the SEC on
October 31, 2013. These documents may
be obtained free of charge from the SEC's website
http://www.sec.gov, or from LPS and FNF using the contact
information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
SOURCE Lender Processing Services, Inc.