The First American Corporation Announces Intention to Commence Exchange Offer for Publicly Held Shares of First Advantage Corpor
08 Octubre 2009 - 7:32AM
PR Newswire (US)
- Exchange Ratio of 0.58 First American Shares for Each Share of
First Advantage - SANTA ANA, Calif., Oct. 8 /PRNewswire-FirstCall/
-- The First American Corporation (NYSE:FAF), America's largest
provider of business information, today announced that it intends
to commence an exchange offer for all publicly held shares of the
common stock of its subsidiary, First Advantage Corporation
(NASDAQ:FADV). First American currently owns indirectly or controls
approximately 80 percent of First Advantage's common stock. Under
the proposed terms of the exchange offer, First Advantage's
stockholders would receive 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. 7, 2009, the
exchange ratio represents an offer price of $18.86 per share and a
48 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. "I am pleased
to announce the commencement of our exchange offer to First
Advantage stockholders," stated Parker S. Kennedy, chairman and
chief executive officer of The First American Corporation. "This
transaction complements our ongoing efforts to enhance the
flexibility and reduce the complexity of our organization in
anticipation of the separation of our Information Solutions and
Financial Services businesses." Among other conditions, the
exchange offer will be 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 will be set forth in a
prospectus expected to be filed in the near future with the
Securities and Exchange Commission (the "SEC") and mailed 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 a special committee of
its board of directors consisting of directors unaffiliated with
First American, has determined that it will recommend, on behalf of
First Advantage's board, that First Advantage stockholders tender
their shares in the exchange offer at the exchange ratio. 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 Proposed Exchange Offer The proposed exchange
offer described in this press release has not yet commenced. 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. If and when the proposed exchange offer
is commenced, First American will file a Registration Statement on
Form S-4 and a tender offer statement on Schedule TO with the SEC.
First Advantage stockholders should read the prospectus filed by
First American, if and when it becomes available, and any other
filings made by First American with the SEC in connection with the
proposed exchange offer, as they will contain important
information. The prospectus and Schedule TO, if and when filed, as
well as First American's other public SEC filings, can be obtained
at http://www.firstam.com/ 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 commencement of the proposed offer to exchange First
American common shares for shares of common stock of First
Advantage Corporation and the timing of the mailing and filing of
the prospectus related thereto; the exchange ratio and other terms
and conditions of the exchange offer and the acquisition of
remaining shares through a short-form merger; First American's
ongoing efforts to enhance the flexibility and reduce the
complexity of its organization in anticipation of the proposed
separation of First American's Information Solutions and Financial
Services businesses; and the recommendation by a special committee
of First Advantage's board of directors, on behalf of First
Advantage's board, that First Advantage stockholders tender their
shares in the exchange offer at the exchange ratio, 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, , 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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