Filed by Kroll Inc. pursuant to Rule 425
of the Securities Act of 1933 and deemed filed pursuant
to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Factual Data Corp.
Commission File No. 000-24205
The following is a press release disseminated by
Kroll Inc. and Factual Data Corp. on August 19, 2003
Kroll Inc. and Factual Data Corp. Set Exchange Ratio
NEW YORK and LOVELAND, COLO. August 19, 2003 -- Kroll Inc. (NASDAQ: KROL) and
Factual Data Corp. (NASDAQ: FDCC) announced today that the companies have set
the exchange ratio for the stock portion of the consideration to be paid by
Kroll in its pending acquisition of Factual Data at 0.1497 of a share of Kroll
common stock for each share of Factual Data common stock. The exchange ratio
reflects a volume weighted average price of Kroll's common stock of $23.3842 for
the measurement period, which ended at the close of trading August 18, 2003. In
addition to the stock portion, Factual Data shareholders will receive $14.00 in
cash for each share of Factual Data common stock.
Kroll's acquisition of Factual Data has already received the necessary
regulatory approvals and will be voted upon by the shareholders of Factual Data
at a special meeting on Thursday, August 21, 2003. The parties expect to close
promptly following the special meeting, provided Factual Data's shareholders
approve the acquisition and that all other conditions to the acquisition are
satisfied.
About Factual Data Corp.
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Factual Data Corp. (NASDAQ: FDCC) provides a wide range of customized
information services to businesses across the United States that assist them in
making critical decisions, such as determining whether to make a mortgage or
other loan, offer employment, accept new residents, or enter into a business
relationship. Factual Data specializes in providing customized mortgage credit
reports and other mortgage related services, consumer credit reports, employment
screening, resident screening, and commercial credit reports. Factual Data's
customers include mortgage lenders and independent mortgage brokers, consumer
lenders, employers, property managers, and other business customers desiring
information regarding creditworthiness and other matters. Factual Data is an
industry leader in delivering its service offerings over the Internet and in
utilizing technology and customer service to provide its services with the
speed, reliability, accuracy and customization that industry participants
increasingly demand. Factual Data markets its services through its website,
www.factualdata.com, and nationally through offices located in major
metropolitan areas. For more information visit www.factualdata.com.
About Kroll:
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Kroll Inc. (NASDAQ: KROL), the world's leading independent risk consulting
company, provides a broad range of investigative, intelligence, financial,
security and technology services to help clients reduce risks, solve problems
and capitalize on opportunities. Headquartered in New York with more than 60
offices on six continents, Kroll has a multidisciplinary corps of more than
2,000 employees and serves a global clientele of law firms, financial
institutions, corporations, non-profit institutions, government agencies and
individuals. Kroll has five core business groups: (1) Corporate Advisory &
Restructuring Services, which provides corporate restructuring, operational
turnaround, strategic advisory services, financial crisis management, and
corporate finance services; (2) Consulting Services, which provides
investigations, intelligence, forensic accounting, litigation support and
valuation services; (3) Technology Services, which provides data recovery,
electronic discovery and computer forensics services and software; (4)
Background Screening Services, which provides employee and vendor background
investigations, substance abuse testing, and identity fraud solutions; and (5)
Security Services, which provides security engineering and consulting, crisis
and emergency management, and protective services and training. For more
information, please visit: www.krollworldwide.com.
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On July 21,2003, in connection with the proposed acquisition of Factual Data by
Kroll, Kroll and Factual Data filed a definitive proxy statement/prospectus with
the Securities and Exchange Commission (the "SEC") regarding the proposed
transaction. Shareholders of Factual Data and other investors are urged to read
the definitive proxy statement/prospectus because it contains important
information about Kroll, Factual Data and the transaction. On July 23, 2003, the
definitive proxy statement prospectus was mailed to shareholders of Factual Data
seeking their approval of the proposed transaction. Shareholders and other
investors may obtain a free copy of the proxy statement/prospectus when it is
available at the SEC's web site at www.sec.gov. A free copy of the proxy
statement/prospectus may also be obtained from Kroll or Factual Data.
Factual Data and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of Factual
Data in favor of the transaction. Information regarding the interests of Factual
Data's officers and directors in the transaction is set forth in the proxy
statement/prospectus. Information about the directors and executive officers of
Factual Data and their ownership of Factual Data common stock is set forth in
Factual Data's definitive proxy statement filed with the SEC on April 1, 2003.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements with respect to the
acquisition that involve risks, uncertainties and assumptions. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements. For example, statements of expected synergies,
accretion, projected results of operations, cash position, timing of closing,
industry ranking, execution of integration plans and management and
organizational structure are all forward-looking statements. Risks,
uncertainties and assumptions include risks that are described in the definitive
proxy statement/prospectus with respect to the acquisition filed with the SEC
and other risks that are described from time to time in Kroll's Annual Report on
Form 10-K for the year ended December 31, 2002 and in Factual Data's Annual
Report on Form 10-K for the year ended December 31, 2002. If any of these risks
or uncertainties materializes or any of these assumptions proves incorrect,
actual results could differ materially from their respective expectations in
these statements.
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CONTACTS:
For Kroll Inc. For Factual Data Corp.
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Phil Denning Daena Lee
Manager, Investor Relations Investor Relations Specialist
Tel: 212-833-3469 Tel: 970-663-5700, ext. 243