SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
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INFORMATION REQUIRED IN PROXY STATEMENT
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FACTUAL DATA CORP.
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FACTUAL DATA CORP.
COMMISSION FILE NO. 0-24205
May 16, 2002
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[Fidelity National Information Solutions, Inc. LOGO and Factual Data Corp. LOGO]
PRESS RELEASE
FIDELITY NATIONAL INFORMATION SOLUTIONS TO ACQUIRE FACTUAL DATA CORP.
Santa Barbara, Calif. and Loveland, Colo.-- (May 16, 2002) -- Fidelity
National Information Solutions, Inc. (NASDAQ:FNIS), the nation's most
comprehensive source for real estate-related data, technology solutions and
services, and Factual Data Corp. (NASDAQ: FDCC), a provider of a wide range of
customized information to businesses, primarily the mortgage and consumer
lending industries, that assist in making critical business decisions today
announced the signing of a Letter of Intent (LOI) where FNIS will acquire FDCC.
Factual Data specializes in providing customized mortgage credit
reports and other mortgage-related services, consumer credit reports, commercial
credit reports, resident screening and employment screening. FDCC had revenue of
$51.2 million, EBITDA of $12.5 million and net income of $4.1 million in 2001.
Under the terms of the LOI, FDCC will become a wholly-owned subsidiary
of FNIS and the stockholders of FDCC will receive the equivalent of $13.75 per
FDCC common share. At FNIS' option, the merger consideration can be paid all in
cash or up to fifty percent in cash and the remainder in FNIS common stock
valued at the average closing price of FNIS common stock over the ten trading
day period ending two days prior to the closing date. The parties expect to sign
a Definitive Agreement during the month of June.
"This acquisition will immediately elevate FNIS to a top three position
in the mortgage credit reporting market and be accretive from the date of
closing," said William P. Foley, II, Chairman of the Board of FNIS. "Factual
Data is an industry leader in delivering its service
offerings over the Internet and utilizing technology and workflow management to
provide the customer service, speed, reliability, accuracy and customization
that industry participants increasingly demand."
"FDCC's advanced technology delivery platform allows it to produce very
attractive operating margins and we are confident that we can realize a minimum
of $5 million in operating synergies in the first year of the combined
operation," said Patrick F. Stone, Chief Executive Officer of FNIS. "We also
believe that the FDCC technology platform can be utilized to increase the
profitability and efficiency of other FNIS data offerings such as flood
determinations and automated property valuations."
"We are excited about the significant mortgage industry relationships
that FNIS brings," said Jerry Donnan, Chairman and Chief Executive Officer of
Factual Data. "We can leverage those relationships to deepen our penetration in
the mortgage credit market and capitalize on our utilization of technology to
continue to broaden our product offering in other mortgage-related and
settlement services products such as resident screening for Real Estate
Investment Trusts and property management firms."
Fidelity National Information Solutions, Inc. (NASDAQ:FNIS) provides
data, technology solutions and services to lenders, REALTORS(R) and other
participants in the real estate industry. The data segment targets the
information needs of lenders, originators, REALTORS(R) and residential loan
servicers and provides the data solutions that these mortgage professionals
require in selling homes and underwriting mortgage loans. The solutions division
provides technology products and services for REALTORS(R) and brokers. FNIS is
the nation's largest provider of Multiple Listing Services (MLS) systems and
also supplies tools that allow REALTORS(R) and brokers to improve efficiency,
lower costs, reduce risks and better manage
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and operate their businesses. The services segment adds value by combining
manual intervention, outsourcing or process improvement with one or more of our
data and/or solutions components. They can range in scope from improving a
single process to providing complete outsourcing capabilities.
FNIS is a majority-owned subsidiary of Fidelity National Financial,
Inc. (NYSE:FNF), a Fortune 500 and Forbes 500 Company and the nation's largest
title insurance and diversified real estate related services company. FNF's
title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor
Title, Security Union Title and Alamo Title -- together issue approximately 30
percent of all title insurance policies nationally. The company provides title
insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the
U.S. Virgin Islands and Canada.
Factual Data Corp. 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 tenants, 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,
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www.factualdata.com, and nationally through offices located in major
metropolitan areas. Factual Data's common stock trades on the Nasdaq National
Market(R) under the symbol "FDCC." For more information visit
www.factualdata.com.
In connection with the proposed transaction, FNIS and FDCC will file a
registration statement and a proxy statement with the Securities and Exchange
Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND ALL RELATED
DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a free copy of the
registration statement, prospectus, proxy statement, and related documents when
they become available from the Securities and Exchange Commission's web site at
http://www.sec.gov. Free copies of these documents may also be obtained from
Factual Data Corp. by directing a request to Factual Data Corp. Investors
Relations, 5200 Hahns Peak Drive, Loveland, Colorado 80538, or from FNIS by
directing a request to Fidelity National Information Solutions, Inc. Investor
Relations, 4050 Calle Real, Santa Barbara, California, 93110.
Factual Data Corp. and its directors may be deemed to be participants
in the solicitation of proxies from Factual Data Corp. stockholders to approve
the merger. Some of the directors of Factual Data Corp. have an interest in the
merger that may differ from or may be in addition to the interests of Factual
Data Corp. stockholders generally. Those interests, which will be described in
greater detail in the proxy statement with respect to the merger, include the
interests of the directors in the equity common stock of Factual Data Corp. and
potential employment relationships of some directors with FNIS.
On April 30, 2002, FNIS publicly announced a tender offer to acquire
all of the outstanding stock of Micro General Corporation (NASDAQ:MGEN) in
exchange for shares of
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FNIS common stock. In connection with the proposed transaction, FNIS will file
an exchange offer prospectus and a proxy statement with the Securities and
Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND
ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the proxy
statement and related documents from the Securities and Exchange Commission's
web site at www.sec.gov. Free copies of these documents may also be obtained
from FNIS by directing a request to Fidelity National Information Solutions,
Inc. Investors Relations, 4050 Calle Real, Santa Barbara, California, 93110.
This press release contains statements related to future events and
expectations and, as such, constitutes forward-looking statements. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements of
the Company to be different from those expressed or implied above. The Company
expressly disclaims any duty to update or revise forward-looking statements. The
risks and uncertainties which forward-looking statements are subject to include,
but are not limited to, the effect of governmental regulations, the economy,
competition and other risks detailed from time to time in the "Management
Discussion and Analysis" section of the Company's Form 10-K and other reports
and filings with the Securities and Exchange Commission.
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SOURCE: Fidelity National Information Solutions, Inc. and Factual Data Corp.
CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, Fidelity National Financial, Inc., 805-696-7218, dkmurphy@fnf.com;
Daena Lee, Public Relations Specialist, Factual Data Corp., 970-663-5700,
daenal@factualdata.com
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