SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Fidelity National Information Services, Inc.
(Name of Subject Company (Issuer))
Fidelity National Information Services, Inc.
(Name of Filing Person (Offeror/Issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
31620M106
(CUSIP Number of Class of Securities)
Michael L. Gravelle
Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854–5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Lawrence S. Makow, Esq.
Matthew M. Guest, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before commencement of a tender offer | |||
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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EXHIBIT INDEX
| Exhibit | |
| Number | Description |
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99.1 |
News Release, dated May 18, 2010. |
| 99.2 | Employee Communication, dated May 18, 2010. |
Exhibit 99.1
News Release
FIS Issues Statement
JACKSONVILLE, Fla. – May 18, 2010 – FIS™ (NYSE: FIS), one of the world’s largest providers of banking and payments technology, today issued the following statement:
At this time, discussions have ceased regarding a potential leveraged buyout of FIS. The Company has determined to pursue a leveraged recapitalization with a substantial share repurchase. Further details will be provided as soon as appropriate. There can be no assurance of the potential outcome or timing of this potential recapitalization and share repurchase.
The employees and management remain highly focused on serving FIS’ valued clients, contributing to the continued growth and long-term success of the Company, and working in the best interests of its shareholders.
About FIS
FIS delivers banking and payments technologies to more than 14,000 financial institutions and businesses in over 100 countries worldwide. FIS provides financial institution core processing, and card issuer and transaction processing services, including the NYCE® Network. FIS maintains processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10. FIS is a member of Standard and Poor's (S&P) 500® Index and consistently holds a leading ranking in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS employs more than 30,000 on a global basis. FIS is listed on the New York Stock Exchange under the “FIS” ticker symbol. For more information about FIS see www.fisglobal.com.
Forward-Looking Statements
This news release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those
Additional Information
This press release is for informational purposes only and is not an offer to purchase or the solicitation of an offer to sell any shares of the Company’s common stock. The solicitation and offer to purchase the Company’s common stock will only be made pursuant to the offer to purchase and related materials that the Company will send to its shareholders. Shareholders will be able to obtain free copies of these materials and other documents filed by the Company with the Securities and Exchange Commission when available at www.sec.gov or at the Investors section of the Company’s website at www.fisglobal.com/AboutFIS. Shareholders are urged to careful ly read these materials prior to making any decision with respect to the offer because they will contain important information about the offer.
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For More Information:
| Marcia Danzeisen, 904.854.5083 | Mary Waggoner, 904.854.3282 |
| Senior Vice President | Senior Vice President |
| FIS Global Marketing and Communications | FIS Investor Relations |
| marcia.danzeisen@fisglobal.com | mary.waggoner@fisglobal.com |
2
Exhibit 99.2
May 18, 2010
Distribution: All FIS Employees
Dear Colleagues:
This morning FIS issued a statement announcing that, at this time, discussions have ceased regarding a potential leveraged buyout of FIS. The Company is in a strong financial position and has determined to pursue a leveraged recapitalization, which will involve borrowing money and using the proceeds to repurchase common stock. Further details will be provided as soon as appropriate. Click here to view the press release.
Whatever the outcome, it is important to know that this news has no impact on our day-to-day responsibilities to our clients. It remains business as usual, and we should all stay focused on serving our clients.
Thank you for your continued focus and commitment to FIS. We are counting on you to keep up the great work.
Regards,
Frank Martire
FIS President and CEO
Forward-Looking Statements
This document contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions and othe r risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission.
Additional Information
This email is for informational purposes only and is not an offer to purchase or the solicitation of an offer to sell any shares of the Company’s common stock. The solicitation and offer to purchase the Company’s common stock will only be made pursuant to the offer to purchase and related materials that the Company will send to its shareholders. Shareholders will be able to obtain free copies of these materials and other documents filed by the Company with the Securities and Exchange Commission when available at www.sec.gov or at the Investors section of the Company’s website at www.fisglobal.com/AboutFIS. Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer because they will contain important information about the offer.