Fidelity National Information Services acquires Metavante Technologies

Fidelity National Information Services, Inc. (FIS), a provider of banking, outsourcing and financial IT solutions, has acquired all of the outstanding shares of Metavante Technologies, Inc. Both the companies are based in the US.

Update on September 4, 2009:

The shareholders of Metavante have approved the proposed acquisition of the company by FIS.

Update on September 3, 2009:

FIS has received an approval from the US Department of Justice to acquire Metavante.

Announcement (March 31, 2009):

FIS has entered into an agreement to acquire Metavante, a provider of banking and payment technologies.

Under the terms of the agreement, Metavante will be merged with and into a newly formed subsidiary of FIS. Metavante shareholders will receive a fixed exchange ratio of 1.35 shares of FIS common stock for each share of Metavante common stock they own. Based on the exchange ratio, FIS would issue approximately 162 million basic shares to Metavante shareholders. The pro forma enterprise value of the combined company is approximately $10,000 million.

FIS will also assume $1,450 million debt of Metavante. The transaction, including Metavante's debt, is valued at $4,398 million. The transaction will be structured as a tax-free reorganization.

Metavante's shareholder, an entity affiliated with Warburg Pincus, has entered into a voting agreement with FIS to vote in favor of the transaction. Following the transaction, Warburg Pincus will be the majority shareholder of the new company with approximately 11% ownership.

Banc of America Securities LLC and Goldman, Sachs & Co. are acting as financial advisors to FIS, while Wachtell, Lipton, Rosen & Katz LLP is acting as legal advisor. Barclays Capital, Inc. is acting as financial advisor to Metavante, while Kirkland & Ellis LLP and Quarles & Brady LLP are acting as legal advisors. Willkie Farr & Gallagher LLP is acting as legal advisor to Warburg Pincus.

The transaction is expected to close in the third quarter of 2009.

Deal Value (US$ Million) 4398
Deal Type                Acquisition
Sub-Category             100% Acquisition
Deal Status              Completed: 2009-10-01

Deal Participants

Target (Company)   Metavante Technologies, Inc.
Acquirer (Company) Fidelity National Information Services, Inc.

Deal Rationale

The transaction would strengthen FIS's position as a provider of technology solutions and enable it to generate value for shareholders and customers. Additionally, the size, scope, and geographic reach of the combined company would expand growth opportunities for Metavante. The transaction is expected to generate cost synergies of approximately $260 million. The increased global scale and cost savings are likely to generate significant margin expansion.

Related terms: acquisition, advisor, banking, debt, expansion, legal, tax, technology