EXHIBIT 99.2
News Release
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For more information contact:
Leslie M. Muma, President and CEO
(262) 879-5000
For immediate release:
April 9, 2003
Fiserv, Inc. Signs Definitive Agreement to Acquire
Insurance Management Solutions Group, Inc.
National Provider To Enhance Fiserv Insurance Solutions Group Offerings
Brookfield, Wisconsin, Date Pending--Fiserv, Inc. (Nasdaq: FISV) and
Insurance Management Solutions Group, Inc. (OTC: INMG) announced today the
signing of a definitive merger agreement whereby Fiserv will acquire Insurance
Management Solutions Group, Inc. (IMSG).
Upon shareholder approval and completion of the merger, IMSG
shareholders unaffiliated with Bankers Insurance Group, Inc. (BIG) will receive
$3.30 per share in cash, and certain BIG-affiliated shareholders will receive
$3.26 per share in cash. The total purchase price is approximately $40 million.
Fiserv estimates that IMSG will have approximately $22 million of cash at
closing. The merger is subject to customary conditions to closing, including
receipt of IMSG shareholder approval, as well as the approval of the transaction
by a majority of the IMSG shareholders other than certain BIG-affiliated
shareholders. IMSG currently expects its 2003 revenues to be approximately $25
million.
"With the addition of IMSG's client base to the existing Fiserv flood
insurance business process outsourcing organization, we expect to continue to
expand our portfolio of specialized information technology services," said
Leslie M. Muma, President and CEO of Fiserv, Inc. "We are able to help our
clients remain competitive in a dynamic financial services industry by growing
our portfolio of insurance products and services. With the client base, people
and resources gained through IMSG, we expect to continue to enhance our ability
to serve the flood insurance market."
IMSG provides a complete range of policy and claims administration
services as well as financial and statistical reporting, with a focus on serving
the flood insurance market. Supported by nearly 200 employees, IMSG manages and
processes nearly 800,000 policies and more than
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Fiserv, Corporate Headquarters, 255 Fiserv Drive, Brookfield, Wisconsin 53045
PH: 262-879-5000
Mailing Address: P.O. Box 979, Brookfield, Wisconsin 53008-0979
Internet: www.fiserv.com
News Release
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20,000 claims annually. Founded in late 1996, the company is based in St.
Petersburg, Florida.
"We expect the IMSG client base to bring an added volume to the flood
business process outsourcing division of our Insurance Solutions Group," said
Norman J. Balthasar, Senior Executive Vice President and Chief Operating Officer
of Fiserv, Inc. "As we continue to leverage our operations, we anticipate the
IMSG organization to enhance our service capabilities. We look forward to the
IMSG team joining Fiserv."
"At IMSG, we are committed to developing and maintaining the best
possible uses of both current and emerging technology to benefit our clients,
and as part of Fiserv we anticipate added resources to help us meet that
objective," said David M. Howard, President and CEO of IMSG. "With the support
of the advanced technology and resources of Fiserv, we expect to focus on
responsiveness, vision and commitment to service."
Fiserv, Inc. (Nasdaq: FISV) provides industry leading information
management systems and services to the financial industry worldwide including
transaction processing, outsourcing, business process outsourcing and software
and systems solutions. The company serves more than 13,000 clients, including
banks, broker-dealers, credit unions, financial planners/investment advisers,
insurance companies and agents, self-insured employers, lenders and savings
institutions. Headquartered in Brookfield, Wisconsin, Fiserv reported $2.3
billion in processing and services revenues for 2002. Fiserv can be found on the
Internet at www.fiserv.com.
Certain matters discussed in this press release are "forward-looking
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as "believes," "anticipates" or "expects," or
words of similar import. Such forward-looking statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from those currently anticipated. Such risks and uncertainties include, among
others, failure of the merger to be consummated in a timely manner or at all,
failure of IMSG shareholders to approve the merger, the risk that IMSG's
business will not be integrated successfully into Fiserv, failure to
successfully manage relationships with customers during the pendency of and
following the transaction, failure to realize anticipated synergies and cost
savings, failure to reach anticipated revenue targets and other factors
discussed
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Fiserv, Corporate Headquarters, 255 Fiserv Drive, Brookfield, Wisconsin 53045
PH: 262-879-5000
Mailing Address: P.O. Box 979, Brookfield, Wisconsin 53008-0979
Internet: www.fiserv.com
News Release
[FISERV LOGO]
in the filings of Fiserv and IMSG with the Securities and Exchange Commission
(SEC). Investors should consider these factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements.
In connection with the proposed merger, IMSG will file a proxy
statement and other relevant documents concerning the proposed merger with the
SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE PROPOSED MERGER.
Investors and security holders may obtain a copy of the proxy statement (when
available) and other relevant documents concerning the proposed merger filed by
Fiserv and IMSG with the SEC free of charge at the SEC's Web site at
http://www.sec.gov. Copies of the proxy statement, once available, and each
company's other filings with the SEC may also be obtained free of charge from
the respective companies. Fiserv filings may be obtained by directing a request
to Fiserv, Inc., Attention: Charles W. Sprague, Secretary, 255 Fiserv Drive,
Brookfield, Wisconsin, 53045. IMSG filings may be obtained by directing a
request to Insurance Management Solutions Group, Inc., Attention: David M.
Howard, Chairman, President and Chief Executive Officer, 801 94th Avenue North,
St. Petersburg, Florida 33702.
Fiserv, IMSG and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of IMSG in favor of the merger. The directors and executive
officers of Fiserv and their beneficial ownership of Fiserv common stock are set
forth in the proxy statement for the 2003 annual meeting of shareholders of
Fiserv. The directors and executive officers of IMSG and their beneficial
ownership of IMSG common stock are set forth in IMSG's Annual Report on Form
10-K for the year ended December 31, 2002. Investors may obtain additional
information regarding the interests of such participants by reading the proxy
statement when it becomes available.
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Fiserv, Corporate Headquarters, 255 Fiserv Drive, Brookfield, Wisconsin 53045
PH: 262-879-5000
Mailing Address: P.O. Box 979, Brookfield, Wisconsin 53008-0979
Internet: www.fiserv.com