SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

Fidelity National Information Services, Inc.

Fidelity National Information Services, Inc.

Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)

31620M106
(CUSIP Number of Class of Securities)

Michael L. Gravelle, Esq.
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)

	Transaction Valuation*			Amount of Filing Fee**
	$2,500,000,000			$178,250

*		Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 80,645,161 outstanding shares of common stock, par value $.01 per share, are being purchased at the maximum possible tender offer price of $31.00 per share.
**		The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $71.30 per million of the value of the transaction.

o		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.
		Amount Previously Paid: N/A                                   Filing Party: N/A
		Form or Registration No.: N/A                                  Date Filed: N/A
o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:

	o		third-party tender offer subject to Rule 14d-1.
	þ		issuer tender offer subject to Rule 13e-4.
	o		going-private transaction subject to Rule 13e-3.
	o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

TABLE OF CONTENTS

Item 1.	Summary Term Sheet		1
Item 2.	Subject Company Information		1
Item 3.	Identity and Background of Filing Person		1
Item 4.	Terms of the Transaction		1
Item 5.	Past Contacts, Transactions, Negotiations and Agreements		2
Item 6.	Purposes of the Transaction and Plans or Proposals		2
Item 7.	Source and Amount of Funds or Other Consideration		2
Item 8.	Interest in Securities of the Subject Company		2
Item 9.	Persons/Assets Retained, Employed, Compensated or Used		3
Item 10.	Financial Statements		3
Item 11.	Additional Information		3
Item 12.	Exhibits		3
Item 13.	Information Required by Schedule 13E-3		8
SIGNATURE
EXHIBIT INDEX
EX-99.(a)(1)(A) OFFER TO PURCHASE, DATED JULY 6, 2010
EX-99.(a)(1)(B) LETTER OF TRANSMITTAL
EX-99.(a)(1)(C) NOTICE OF GUARANTEED DELIVERY
EX-99.(a)(1)(D) LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES, DATED JULY 6, 2010
EX-99.(a)(1)(E) LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, COMMERICAL BANKS, TRUST COMPANIES AND OTHER NOMINEES, DATED JULY 6, 2010
EX-99.(a)(1)(F) LETTER TO FIDELITY NATIONAL INFORMATION SERVICES, INC. 401(K) PROFIT SHARING PLAN PARTICIPANTS, DATED JULY 6, 2010
EX-99.(a)(1)(G) DIRECTION FORM FOR PARTICIPANTS IN THE FIDELITY NATIONAL INFORMATION SERVICES, INC. 401(K) PROFIT SHARING PLAN
EX-99.(a)(1)(H) LETTER TO METAVANTE RETIREMENT PROGRAM PARTICIPANTS, DATED JULY 6, 2010
EX-99.(a)(1)(I) DIRECTION FORM FOR PARTICIPANTS IN THE METAVANTE RETIREMENT PROGRAM
EX-99.(a)(1)(J) LETTER TO NYCE CORPORATION EMPLOYEE'S TAX DEFERRED SAVINGS PLAN PARTICIPANTS, DATED JULY 6, 2010
EX-99.(a)(1)(K) DIRECTION FORM FOR PARTICIPANTS IN THE NYCE CORPORATION EMPLOYEE'S TAX DEFERRED SAVINGS PLAN
EX-99.(a)(1)(L) INSTRUCTIONS FOR TENDER THROUGH CONDITIONAL EXERCISE OF OPTIONS
EX-99.(a)(1)(M) OPTION ELECTION FORM
EX-99.(a)(5)(A) SUMMARY ADVERTISEMENT, DATED JULY 7, 2010

          This Tender Offer Statement on Schedule TO relates to the tender offer by Fidelity National Information Services, Inc., a Georgia corporation (“FIS” or the “Company”), to purchase, for not more than $2,500,000,000 in cash, up to 86,206,896 shares of its common stock, par value $.01 per share, at a price not more than $31.00 nor less than $29.00 per share, net to the seller in cash, without interest and subject to additional withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 6, 2010 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), a copy of which is filed herewith as Exhibit (a)(1)(B), which together, as each may be amended or supplemented from time to time, constitute the “Tender Offer.” This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1.   Summary Term Sheet.

          The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2.   Subject Company Information.

          (a)      Name and Address. The name of the issuer is Fidelity National Information Services, Inc. The address of FIS’ principal executive offices is 601 Riverside Avenue, Jacksonville, Florida 32204. The telephone number of FIS’ principal executive offices is (904) 854-5000.

          (b)      Securities. The information set forth in the “Introduction” to the Offer to Purchase is incorporated herein by reference.

          (c)      Trading Market and Price. The information set forth in Section 7 of the Offer to Purchase (“Price Range of Shares; Dividends”) is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person.

          Fidelity National Information Services, Inc. is the filing person. FIS’ address and telephone number are set forth in Item 2 above. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 4.   Terms of the Transaction.

          (a)      Material Terms. The material terms of the transaction are described in the following sections of the Offer to Purchase, which are incorporated herein by reference:

	•		Summary Term Sheet;
	•		Introduction;
	•		Section 1 (“Number of Shares; Purchase Price; Proration”);
	•		Section 2 (“Purpose of the Tender Offer”);
	•		Section 3 (“Procedures for Tendering Shares”);
	•		Section 4 (“Withdrawal Rights”);
	•		Section 5 (“Purchase of Shares and Payment of Purchase Price”);

	•		Section 6 (“Conditions of the Tender Offer”);
	•		Section 8 (“Source and Amount of Funds”);
	•		Section 9 (“Certain Financial Information”);
	•		Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”);
	•		Section 14 (“Material U.S. Federal Income Tax Consequences”); and
	•		Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

          (b)      Purchases. Details regarding any purchases from an officer or director of FIS are set forth in the Introduction to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

          Information regarding agreements involving FIS’ securities is set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and is incorporated herein by reference.

Item 6.   Purposes of the Transaction and Plans or Proposals.

          (a); (b); (c) Purposes; Use of Securities Acquired; Plans. Information regarding the purposes of the transaction, use of securities acquired and plans or proposals is set forth in the following sections of the Offer to Purchase and is incorporated herein by reference.

	•		Summary Term Sheet;
	•		Section 2 (“Purpose of the Tender Offer”);
	•		Section 8 (“Source and Amount of Funds”);
	•		Section 9 (“Certain Financial Information — Summary Unaudited Pro Forma Consolidated Financial Data”); and
	•		Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”).

Item 7.   Source and Amount of Funds or Other Consideration.

          (a); (b); (d) Source of Funds; Conditions; Borrowed Funds. Information regarding the source of funds, financing, and borrowed consideration is set forth in Section 8 of the Offer to Purchase (“Source and Amount of Funds”) and Section 9 (“Certain Financial Information — Summary Unaudited Pro Forma Consolidated Financial Data”) and is incorporated herein by reference.

Item 8.   Interest in Securities of the Subject Company.

          (a); (b) Securities Ownership; Securities Transactions. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

Item 9.     Persons/Assets Retained, Employed, Compensated or Used.

          The information set forth under “Summary Term Sheet” and in Section 16 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

Item 10.   Financial Statements.

          (a); (b) Financial Information; Pro Forma Information.

          The information set forth in Section 9 of the Offer to Purchase (“Certain Financial Information”) is incorporated herein by reference.

Item 11.   Additional Information.

          The Company will amend the Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Section 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Tender Offer to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2) of the Exchange Act.

          (a)       Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 10 of the Offer to Purchase (“Certain Information Regarding FIS”), Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and Section 13 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

          (b)       Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed herewith as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12.   Exhibits.

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated July 6, 2010.
(a)(1)(B)		Letter of Transmittal.
(a)(1)(C)		Notice of Guaranteed Delivery.
(a)(1)(D)		Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010.
(a)(1)(E)		Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010.
(a)(1)(F)		Letter to Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan Participants, dated July 6, 2010.
(a)(1)(G)		Direction Form for Participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan.
(a)(1)(H)		Letter to Metavante Retirement Program Participants, dated July 6, 2010.
(a)(1)(I)		Direction Form for Participants in the Metavante Retirement Program.

(a)(1)(J)		Letter to NYCE Corporation Employee’s Tax Deferred Savings Plan Participants, dated July 6, 2010.
(a)(1)(K)		Direction Form for Participants in the NYCE Corporation Employee’s Tax Deferred Savings Plan.
(a)(1)(L)		Instructions for Tender through Conditional Exercise of Options.
(a)(1)(M)		Option Election Form.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)		Summary Advertisement.
(a)(5)(B)		News Release, dated May 18, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 18, 2010).
(a)(5)(C)		Employee Communication, dated May 18, 2010 (incorporated by reference to Exhibit 99.2 to FIS’ Schedule TO-C filed on May 18, 2010).
(a)(5)(D)		News Release, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
(a)(5)(E)		Employee Communication, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
(a)(5)(F)		Presentation materials for use at the investor and analyst conference on June 9, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 9, 2010).
(a)(5)(G)		Press Release, dated June 29, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 29, 2010).
(a)(5)(H)		News release, dated July 6, 2010 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed on July 6, 2010).
(b)(1)		Amendment and Restatement Agreement dated as of June 29, 2010 by and among FIS, the other financial institutions party thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line Lender, including as Exhibit A thereto the Amended and Restated Credit Agreement dated as of January 18, 2007, and amended and restated as of June 29, 2010, among FIS, the other borrowers, the parties signatory thereto from time to time as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 2, 2010).

(b)(2)		Receivable Purchase Agreement, dated as of October 1, 2009, among FIS Receivable SPV, LLC, as seller, Fidelity National Information Services, Inc., as servicer, Fidelity Information Services, Inc., eFunds Corporation, Fidelity National Card Services, Inc., and Intercept, Inc., as initial receivables administrators, the banks and other financial institutions party thereto, as purchasers, and JPMorgan Chase Bank, N.A., as agent, J.P. Morgan Securities, Inc., as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed October 2, 2009).
(b)(3)		Omnibus Amendment No. 1 (the “Omnibus Amendment”) to Receivables Purchase Agreement, Receivables Sale Agreement and Guaranty dated June 30, 2010, among FIS Receivables SPV, LLC, FIS, each subsidiary of FIS party thereto as an originator, each subsidiary of FIS party thereto as a guarantor, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on July 2, 2010).
(d)(1)		Registration Rights Agreement, dated as of February 1, 2006, among Fidelity National Information Services, Inc. and the security holders named therein (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on February 6, 2006).
(d)(2)		Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(3)		Grantor Trust Agreement, dated as of July 8, 2001, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(4)		Grantor Trust Agreement, dated as of July 8, 2001 and amended and restated as of December 5, 2003, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15(a) to Annual Report on Form 10-K filed on February 17, 2004).
(d)(5)		Certegy Inc. Non-Employee Director Stock Option Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(6)		Certegy Inc. Deferred Compensation Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(7)		Certegy 2002 Bonus Deferral Program Terms and Conditions (incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(8)		Form of Certegy Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.46 to Current Report on Form 8-K filed on February 10, 2005).
(d)(9)		Form of Certegy Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(10)		Form of Certegy Inc. Stock Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(11)		Form of Certegy Inc. Stock Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(12)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on March 25, 2008).
(d)(13)		Fidelity National Information Services, Inc. 2005 Stock Incentive Plan, effective as of March 9, 2005 (incorporated by reference to Exhibit 10.84 to Annual Report on Form 10-K of Fidelity National Financial, Inc. filed on March 16, 2005).

(d)(14)		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.10 to Current Report on Form 8-K filed on February 6, 2006).
(d)(15)		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.11 to Current Report on Form 8-K filed on February 6, 2006).
(d)(16)		Amended and Restated Certegy Inc. Stock Incentive Plan, effective as of June 15, 2001 and amended and restated as of October 23, 2006 (incorporated by reference to Annex B to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(17)		Form of Amendment to Change in Control Letter Agreements (incorporated by reference to Exhibit 99.36 to Current Report on Form 8-K filed on February 6, 2006).
(d)(18)		Fidelity National Financial, Inc. Amended and Restated 2001 Stock Incentive Plan, amended and restated as of July 24, 2001 and as of November 12, 2004 and effective as of December 16, 2004 (incorporated by reference to Annex B to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
(d)(19)		Micro General Corporation 1999 Stock Incentive Plan, effective as of November 17, 1999 (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 of Micro General Corporation filed on February 1, 2000).
(d)(20)		Form of Stock Option Agreement and Notice of Stock Option Grant under Fidelity National Information Services, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on March 21, 2005).
(d)(21)		Sanchez Computer Associates, Inc. Amended and Restated 1995 Equity Compensation Plan, effective as of October 9, 1995 (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on April 15, 2004).
(d)(22)		InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan, InterCept, Inc. 2002 Stock Option Plan and InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan, all amended and restated as of November 8, 2004 (incorporated by reference to Exhibits 99.2, 99.3 and 99.4, respectively, to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on November 23, 2004).
(d)(23)		Fidelity National Financial Inc. 2004 Omnibus Incentive Plan, effective as of December 16, 2004 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
(d)(24)		Notice of Stock Option Grant under Fidelity National Financial, Inc. 2004 Omnibus Incentive Plan, effective as of August 19, 2005 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on August 25, 2005).
(d)(25)		Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, effective as of May 29, 2008 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A filed on April 15, 2008).
(d)(26)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-K filed on February 27, 2009).

(d)(27)		Form of Notice of Stock Option Grant and Stock Option Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.51 to Annual Report on Form 10-K filed on February 27, 2009).
(d)(28)		Restricted Stock Unit Award Agreement under the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, dated as of October 1, 2009, between William P. Foley and Fidelity National Information Services, Inc. (incorporated by reference to Exhibit 10.14 to Current Report on Form 8-K filed on October 2, 2009).
(d)(29)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan for November 2009 grants. (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(30)		Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006 (incorporated by reference to Annex C to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(31)		Amended and Restated Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to FIS’ Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on October 1, 2009).
(d)(32)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made between November 2007 and October 2008 (incorporated by reference to Exhibit 10.10(a) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
(d)(33)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made in November 2008 (incorporated by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(34)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Donald W. Layden, Jr. for grants made in November 2008 (incorporated by reference to Exhibit 10.10(c) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(35)		Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in November and December 2007 (incorporate by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
(d)(36)		Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in January 2008 (incorporated by reference to Exhibit 10.10(e) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(37)		Metavante Restricted Stock Award — Certificate of Award Agreement between Metavante Technologies, Inc. and Timothy C. Oliver dated November 12, 2007 (incorporated by reference to Exhibit 10.10(f) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(38)		Form of Metavante Performance Share Award — Certificate of Award Agreement (incorporated by reference to Exhibit 10.10(g) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(39)		Form of Metavante Restricted Stock Agreement for grants made to Frank R. Martire and Frank G. D’Angelo on October 2, 2009 (incorporated by reference to Exhibit 10.42 to Annual Report on Form 10-K filed on February 26, 2010).

(d)(40)		Form of Metavante Stock Option Agreement for grants made to Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Brian Hurdis on October 2, 2009 (incorporated by reference to Exhibit 10.43 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(41)		Form of Stock Option Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(42)		Form of Restricted Stock Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(43)		Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006 (incorporated by reference to Annex D to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(44)		Form of Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.56 to Annual Report on Form 10-K filed on March 1, 2007).
(d)(45)		Investment Agreement, dated as of March 31, 2009, by and between Fidelity National Information Services, Inc. and the investors party thereto (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-4 filed on May 4, 2009).
(d)(46)		Shareholders Agreement, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., WPM, L.P. (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed May 4, 2009).
(d)(47)		Stock Purchase Right Agreement, dated as of March 31, 2009, among Fidelity National Information Services, Inc., WPM, L.P. (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed May 4, 2009).
(g)		Not applicable.
(h)		Not applicable.

Item 13.   Information Required by Schedule 13E-3.

          Not applicable.

SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 6, 2010

EXHIBIT INDEX

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated July 6, 2010.
(a)(1)(B)		Letter of Transmittal.
(a)(1)(C)		Notice of Guaranteed Delivery.
(a)(1)(D)		Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010.
(a)(1)(E)		Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010.
(a)(1)(F)		Letter to Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan Participants, dated July 6, 2010.
(a)(1)(G)		Direction Form for Participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan.
(a)(1)(H)		Letter to Metavante Retirement Program Participants, dated July 6, 2010.
(a)(1)(I)		Direction Form for Participants in the Metavante Retirement Program.
(a)(1)(J)		Letter to NYCE Corporation Employee’s Tax Deferred Savings Plan Participants, dated July 6, 2010.
(a)(1)(K)		Direction Form for Participants in the NYCE Corporation Employee’s Tax Deferred Savings Plan.
(a)(1)(L)		Instructions for Tender through Conditional Exercise of Options.
(a)(1)(M)		Option Election Form.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)		Summary Advertisement.
(a)(5)(B)		News Release, dated May 18, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 18, 2010).
(a)(5)(C)		Employee Communication, dated May 18, 2010 (incorporated by reference to Exhibit 99.2 to FIS’ Schedule TO-C filed on May 18, 2010).

(a)(5)(D)		News Release, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
(a)(5)(E)		Employee Communication, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
(a)(5)(F)		Presentation materials for use at the investor and analyst conference on June 9, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 9, 2010).
(a)(5)(G)		Press Release, dated June 29, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 29, 2010).
(a)(5)(H)		News release, dated July 6, 2010 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed July 6, 2010).
(b)(1)		Amendment and Restatement Agreement dated as of June 29, 2010 by and among FIS, the other financial institutions party thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line Lender, including as Exhibit A thereto the Amended and Restated Credit Agreement dated as of January 18, 2007, and amended and restated as of June 29, 2010, among FIS, the other borrowers, the parties signatory thereto from time to time as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 2, 2010).
(b)(2)		Receivable Purchase Agreement, dated as of October 1, 2009, among FIS Receivable SPV, LLC, as seller, Fidelity National Information Services, Inc., as servicer, Fidelity Information Services, Inc., eFunds Corporation, Fidelity National Card Services, Inc., and Intercept, Inc., as initial receivables administrators, the banks and other financial institutions party thereto, as purchasers, and JPMorgan Chase Bank, N.A., as agent, J.P. Morgan Securities, Inc., as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed October 2, 2009).
(b)(3)		Omnibus Amendment No. 1 (the “Omnibus Amendment”) to Receivables Purchase Agreement, Receivables Sale Agreement and Guaranty dated June 30, 2010, among FIS Receivables SPV, LLC, FIS, each subsidiary of FIS party thereto as an originator, each subsidiary of FIS party thereto as a guarantor, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on July 2, 2010).
(d)(1)		Registration Rights Agreement, dated as of February 1, 2006, among Fidelity National Information Services, Inc. and the security holders named therein (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on February 6, 2006).
(d)(2)		Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(3)		Grantor Trust Agreement, dated as of July 8, 2001, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(4)		Grantor Trust Agreement, dated as of July 8, 2001 and amended and restated as of December 5, 2003, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15(a) to Annual Report on Form 10-K filed on February 17, 2004).
(d)(5)		Certegy Inc. Non-Employee Director Stock Option Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(6)		Certegy Inc. Deferred Compensation Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed on March 25, 2002).

(d)(7)		Certegy 2002 Bonus Deferral Program Terms and Conditions (incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K filed on March 25, 2002).
(d)(8)		Form of Certegy Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.46 to Current Report on Form 8-K filed on February 10, 2005).
(d)(9)		Form of Certegy Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(10)		Form of Certegy Inc. Stock Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(11)		Form of Certegy Inc. Stock Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-K filed on March 11, 2005).
(d)(12)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on March 25, 2008).
(d)(13)		Fidelity National Information Services, Inc. 2005 Stock Incentive Plan, effective as of March 9, 2005 (incorporated by reference to Exhibit 10.84 to Annual Report on Form 10-K of Fidelity National Financial, Inc. filed on March 16, 2005).
(d)(14)		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.10 to Current Report on Form 8-K filed on February 6, 2006).
(d)(15)		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.11 to Current Report on Form 8-K filed on February 6, 2006).
(d)(16)		Amended and Restated Certegy Inc. Stock Incentive Plan, effective as of June 15, 2001 and amended and restated as of October 23, 2006 (incorporated by reference to Annex B to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(17)		Form of Amendment to Change in Control Letter Agreements (incorporated by reference to Exhibit 99.36 to Current Report on Form 8-K filed on February 6, 2006).
(d)(18)		Fidelity National Financial, Inc. Amended and Restated 2001 Stock Incentive Plan, amended and restated as of July 24, 2001 and as of November 12, 2004 and effective as of December 16, 2004 (incorporated by reference to Annex B to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
(d)(19)		Micro General Corporation 1999 Stock Incentive Plan, effective as of November 17, 1999 (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 of Micro General Corporation filed on February 1, 2000).
(d)(20)		Form of Stock Option Agreement and Notice of Stock Option Grant under Fidelity National Information Services, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on March 21, 2005).
(d)(21)		Sanchez Computer Associates, Inc. Amended and Restated 1995 Equity Compensation Plan, effective as of October 9, 1995 (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on April 15, 2004).

(d)(22)		InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan, InterCept, Inc. 2002 Stock Option Plan and InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan, all amended and restated as of November 8, 2004 (incorporated by reference to Exhibits 99.2, 99.3 and 99.4, respectively, to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on November 23, 2004).
(d)(23)		Fidelity National Financial Inc. 2004 Omnibus Incentive Plan, effective as of December 16, 2004 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
(d)(24)		Notice of Stock Option Grant under Fidelity National Financial, Inc. 2004 Omnibus Incentive Plan, effective as of August 19, 2005 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on August 25, 2005).
(d)(25)		Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, effective as of May 29, 2008 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A filed on April 15, 2008).
(d)(26)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-K filed on February 27, 2009).
(d)(27)		Form of Notice of Stock Option Grant and Stock Option Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.51 to Annual Report on Form 10-K filed on February 27, 2009).
(d)(28)		Restricted Stock Unit Award Agreement under the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, dated as of October 1, 2009, between William P. Foley and Fidelity National Information Services, Inc. (incorporated by reference to Exhibit 10.14 to Current Report on Form 8-K filed on October 2, 2009).
(d)(29)		Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan for November 2009 grants. (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(30)		Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006 (incorporated by reference to Annex C to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(31)		Amended and Restated Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to FIS’ Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on October 1, 2009).
(d)(32)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made between November 2007 and October 2008 (incorporated by reference to Exhibit 10.10(a) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
(d)(33)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made in November 2008 (incorporated by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).

(d)(34)		Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Donald W. Layden, Jr. for grants made in November 2008 (incorporated by reference to Exhibit 10.10(c) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(35)		Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in November and December 2007 (incorporate by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
(d)(36)		Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in January 2008 (incorporated by reference to Exhibit 10.10(e) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(37)		Metavante Restricted Stock Award — Certificate of Award Agreement between Metavante Technologies, Inc. and Timothy C. Oliver dated November 12, 2007 (incorporated by reference to Exhibit 10.10(f) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(38)		Form of Metavante Performance Share Award — Certificate of Award Agreement (incorporated by reference to Exhibit 10.10(g) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
(d)(39)		Form of Metavante Restricted Stock Agreement for grants made to Frank R. Martire and Frank G. D’Angelo on October 2, 2009 (incorporated by reference to Exhibit 10.42 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(40)		Form of Metavante Stock Option Agreement for grants made to Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Brian Hurdis on October 2, 2009 (incorporated by reference to Exhibit 10.43 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(41)		Form of Stock Option Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(42)		Form of Restricted Stock Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-K filed on February 26, 2010).
(d)(43)		Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006 (incorporated by reference to Annex D to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
(d)(44)		Form of Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.56 to Annual Report on Form 10-K filed on March 1, 2007).
(d)(45)		Investment Agreement, dated as of March 31, 2009, by and between Fidelity National Information Services, Inc. and the investors party thereto (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-4 filed on May 4, 2009).

(d)(46)		Shareholders Agreement, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., WPM, L.P. (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed May 4, 2009).
(d)(47)		Stock Purchase Right Agreement, dated as of March 31, 2009, among Fidelity National Information Services, Inc., WPM, L.P. (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed May 4, 2009).
(g)		Not applicable.
(h)		Not applicable.

 

Exhibit (a)(1)(A)

 

 

FIDELITY NATIONAL INFORMATION SERVICES, INC.

 

Offer to Purchase for Not More Than $2,500,000,000 in Cash
up to 86,206,896 Shares of its Common Stock
at a Purchase Price Not Greater Than $31.00
Nor Less Than $29.00 Per Share

 

 

 

Fidelity National Information Services, Inc., a Georgia corporation (“FIS,” the “Company,” “we” or “us”), is offering to purchase for cash up to 86,206,896 shares of its common stock, par value $.01 per share (the “Shares”) (or such lesser amount as FIS may elect to purchase, subject to applicable law), pursuant to tenders at prices specified by the tendering shareholders of not greater than $31.00 nor less than $29.00 per Share, upon the terms and subject to the conditions set forth in this offer to purchase (“Offer to Purchase”) and the letter of transmittal (“Letter of Transmittal” which together with the Offer to Purchase, as they may be amended and supplemented from time to time, constitute the “Tender Offer”).

 

After the Expiration Time and on the terms and subject to the conditions of the Tender Offer, we will determine a single per Share purchase price, which will be not greater than $31.00 nor less than $29.00 per Share, net to the tendering shareholder in cash, without interest and subject to applicable withholding taxes, that we will pay for Shares properly tendered in the Tender Offer and not properly withdrawn, taking into account the total number of Shares so tendered and the prices specified by the tendering shareholders. The purchase price will be the lowest price per Share of not more than $31.00 nor less than $29.00 per Share (such price per Share, the “Purchase Price”) that will allow us to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $2,500,000,000. We reserve the right, in our sole discretion, to purchase more than such maximum number of Shares in the Tender Offer, subject to applicable law. If we are unable to obtain financing on terms acceptable to us in our sole discretion, then, without limiting our ability to rely on any of the terms or conditions of the Tender Offer as described in this Offer to Purchase (including amending, extending or terminating the Tender Offer), we may reduce the maximum aggregate purchase price in the Tender Offer and correspondingly reduce the maximum aggregate number of Shares to be purchased in the Tender Offer. FIS will purchase at the Purchase Price all Shares properly tendered at prices equal to or below the Purchase Price and not properly withdrawn, on the terms and subject to the conditions of the Tender Offer, including the proration and “odd lot” priority provisions. FIS will not purchase Shares tendered at prices greater than the Purchase Price and Shares that we do not accept for purchase because of proration provisions (if more than the number of Shares we seek are tendered and not properly withdrawn). Shares not purchased in the Tender Offer will be returned to the tendering shareholders at our expense as promptly as practicable after the expiration of the Tender Offer. See Sections 1, 2 and 4.

 

THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED BUT IS SUBJECT TO THE OTHER CONDITIONS, INCLUDING THE COMPLETION OF THE FINANCING TO FUND THE TENDER OFFER. SEE SECTION 6.

 

The Shares are listed on The New York Stock Exchange (the “NYSE”) under the ticker symbol “FIS.” On July 2, 2010, the last full trading day prior to the commencement of the Tender Offer, the reported closing price of the Shares on the NYSE was $26.41. You are urged to obtain current market quotations for the Shares before deciding whether, and at which price, to tender your Shares pursuant to the Tender Offer. See Section 7.

 

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE, OUR BOARD OF DIRECTORS, THE DEALER MANAGERS, THE INFORMATION AGENT NOR THE DEPOSITARY HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 12. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS.

 

The directors and executive officers of FIS are entitled to participate in the Tender Offer on the same basis as all other shareholders, and certain of our directors and executive officers have advised us that they may tender Shares in the Tender Offer, including through the conditional exercise of vested stock options to purchase Shares and tender of the remaining underlying Shares, subject to acceptance in the Tender Offer. See Section 11 for the current beneficial ownership of each of our directors and executive officers. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will increase proportionally as a percentage of our outstanding common stock following the consummation of the Tender Offer, and could also proportionally increase to a greater or lesser extent if they were to tender some but not all of their Shares. In the event that one or more of our directors or executive officers tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, such person’s proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether more or less Shares are purchased pursuant to the Tender Offer.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY SECURITIES COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

You may direct questions and requests for assistance to Georgeson Inc., the information agent (“Information Agent”) and Goldman, Sachs & Co., J.P. Morgan Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated, the dealer managers (“Dealer Managers”), for the Tender Offer, at their respective addresses and telephone numbers set forth on the back cover page of this Offer to Purchase. You may also direct requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the notice of guaranteed delivery (“Notice of Guaranteed Delivery”) to the Information Agent. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

Dealer Managers

 

Goldman, Sachs & Co.

 

July 6, 2010

 

IMPORTANT

 

If you want to tender all or any portion of your Shares, you must, before the Expiration Time, either: (1) if you hold certificates in your own name, complete and sign a Letter of Transmittal according to the instructions in the Letter of Transmittal and mail or deliver it, together with any required signature guarantees and any other required documents, including the share certificates, to Computershare Trust Company, N.A., the depositary (“Depositary”) for the Tender Offer, at one of the addresses shown on the Letter of Transmittal, (2) tender the Shares according to the procedure for book-entry transfer described in Section 3, or (3) if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request the nominee to effect the transaction for you.

 

If you desire to tender your Shares and (1) your share certificates are not immediately available or cannot be delivered to the Depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the Depositary by the expiration of the Tender Offer, you must tender your Shares according to the guaranteed delivery procedure described in Section 3.

 

If you are a holder of vested options to purchase Shares under an equity incentive plan currently maintained by FIS, or of options to purchase Shares under our equity incentive plans that will vest prior to the deadline for exercising options (collectively, the “options”), you may exercise your options and tender any of the Shares issued upon exercise or you may conditionally exercise such options to purchase Shares and tender the remaining underlying Shares, subject to acceptance in the Tender Offer. In either case, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase, and you must review the separate materials enclosed with this Offer to Purchase related to the tendering of the Shares underlying vested options that are conditionally exercised.

 

Holders or beneficial owners of Shares under the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan, the Metavante Retirement Program and the NYCE Corporation Employee’s Tax Deferred Savings Plan (each a “401(k) Plan” and collectively, the “401(k) Plans”) who wish to tender any of such Shares in the Tender Offer must follow the separate instructions and procedures described in Section 3.

 

Neither we, our Board of Directors, the Dealer Managers, the Information Agent nor the Depositary have authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Shares in the Tender Offer or the price at which you should tender your Shares, and such parties have not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If given or made, you must not rely upon any such recommendation, information or representation as having been authorized by us, our Board of Directors, the Dealer Managers, the Information Agent or the Depositary. The information contained in this Offer to Purchase is correct only as of the date of this Offer to Purchase and may have changed since the date hereof.

 

We are not making the Tender Offer to (nor will we accept any tender of Shares from or on behalf of) holders in any jurisdiction in which the making of the Tender Offer or the acceptance of any tender of Shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the Tender Offer in compliance with applicable law in any such jurisdiction and extend the Tender Offer to holders in such jurisdiction. If, after such action, we cannot comply with applicable law, the Tender Offer will not be made to (nor will we accept any tender of Shares from or on behalf of) holders in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on our behalf by the Dealer Managers or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

 

TABLE OF CONTENTS

 

 

We are providing this summary term sheet for your convenience. This summary term sheet highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Tender Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the Letter of Transmittal and other related materials because they contain the full details of the Tender Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion of the topics in this summary. Unless otherwise indicated, references to “Shares” are to shares of our common stock, and not to shares of any other securities.

 

 

 

 

 

 

 

This Offer to Purchase, the documents incorporated by reference and other written reports and oral statements made from time to time by Fidelity National Information Services, Inc. contain “forward-looking statements” regarding future events and our future results that involve a number of risks and uncertainties. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management and can generally be identified by the use of expressions such as “may,” “will,” “should,” “could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,” “estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases, as well as statements in the future tense; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to beliefs, expectations, projections or other characterizations of future events or circumstances and other statements that are not historical facts are forward-looking statements.

 

Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons, risks, and uncertainties, including, without limitation, those discussed elsewhere in this Offer to Purchase, the documents incorporated by reference and in our other reports filed with the SEC (including the Company’s Form 10-K for the fiscal year ended December 31, 2009 and the Company’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2010). The risks and uncertainties that forward-looking statements are subject to and which could cause actual results or events to differ materially from those implicit in our forward-looking statements include, without limitation, the following:

 

 

 

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements and all forward-looking statements are expressly qualified in their entirety by such risks.

 

Forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, we do not undertake (and expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the possibility that actual results may differ materially from our forward-looking statements.

 

Please carefully review and consider the various disclosures made in this Offer to Purchase and in our other reports filed with the SEC, including with respect to the risks and factors that may affect our business, results of operations, financial condition or prospects.

 

To the Holders of Common Stock of Fidelity National Information Services, Inc.:

 

We invite our shareholders to tender shares of our common stock, par value $.01 per share, for purchase by us. Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal, we are offering to purchase up to 86,206,896 Shares (or such lesser amount as we may elect to purchase, subject to applicable law) at a price not greater than $31.00 nor less than $29.00 per Share, net to the seller in cash, without interest and subject to applicable withholding taxes.

 

The purchase price will be the lowest Purchase Price of not more than $31.00 nor less than $29.00 per Share that will allow us to purchase the maximum number of Shares properly tendered in the Tender Offer and not properly withdrawn having an aggregate purchase price not exceeding $2,500,000,000. We will acquire all Shares that we purchase in the Tender Offer at the same purchase price regardless of whether the shareholder tendered at a lower price and we will only purchase Shares tendered at prices equal to or below the Purchase Price. However, because of the proration and “odd lot” priority provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered at or below the Purchase Price if more than the number of Shares we seek are properly tendered and not properly withdrawn. We will return tendered Shares that we do not purchase to the tendering shareholders at our expense as promptly as practicable after the expiration of the Tender Offer. See Section 1.

 

We reserve the right to purchase more than 86,206,896 Shares pursuant to the Tender Offer, subject to certain limitations and legal requirements. If we are unable to obtain financing on terms acceptable to us in our sole discretion, then, without limiting our ability to rely on any of the terms or conditions of the Tender Offer as described in this Offer to Purchase (including amending, extending or terminating the Tender Offer), we may reduce the maximum aggregate purchase price in the Tender Offer and correspondingly reduce the maximum aggregate number of Shares to be purchased in the Tender Offer. See Section 1.

 

The Tender Offer will expire at 5:00 p.m., New York City time, on Tuesday, August 3, 2010, unless extended. We may, in our sole discretion, extend the period of time in which the Tender Offer will remain open.

 

Shareholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to properly tender Shares.

 

We will pay the Purchase Price, net to the tendering shareholders in cash, without interest and subject to applicable withholding taxes, for all Shares that we purchase. Tendering shareholders whose Shares are registered in their own names and who tender directly to Computershare Trust Company, N.A., the Depositary in the Tender Offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 9 to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by us under the Tender Offer. If you own your Shares through a bank, broker, dealer, trust company or other nominee and that person tenders your Shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

 

The Tender Offer is not conditioned upon any minimum number of Shares being tendered. The Tender Offer is, however, subject to a number of other conditions, including the completion of financing to fund the Tender Offer. See Section 6.

 

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE, OUR BOARD OF DIRECTORS, THE DEALER MANAGERS, THE DEPOSITARY NOR THE INFORMATION AGENT HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES.

YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 12. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS. SEE SECTION 2.

 

The directors and executive officers of FIS are entitled to participate in the Tender Offer on the same basis as all other shareholders and certain of our directors and executive officers have advised us that they may tender Shares in the Tender Offer, including through the conditional exercise of vested stock options to purchase Shares and tender of the remaining underlying Shares, subject to acceptance in the Tender Offer. See Section 11 for the current beneficial ownership of each of our directors or executive officers. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will proportionally increase as a percentage of our outstanding common stock following the consummation of the Tender Offer and could also proportionally increase to a greater or lesser extent if such persons were to tender some but not all of their Shares. In the event that one or more of our directors and executive officers tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, such person’s proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether more or less Shares are purchased pursuant to the Tender Offer.

 

If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $2,500,000,000 (or such lesser amount as we may elect to purchase, subject to applicable law), we will purchase Shares:

 

 

Because of the proration and “odd lot” priority provisions described above, we may not purchase all of the Shares tendered pursuant to the Tender Offer even if the Shares are tendered at or below the Purchase Price and all of the conditions to the Tender Offer are satisfied or waived. See Section 1 and Section 5, respectively, for additional information concerning priority and proration procedures.

 

Any tendering shareholder or other payee who is a U.S. Holder and who fails to complete, sign and return to the Depositary the Form W-9 included with the Letter of Transmittal (or such other Internal Revenue Service form as may be applicable) may be subject to U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the U.S. Holder (as defined in Section 14) or other payee pursuant to the Tender Offer, unless such holder establishes that such holder is within the class of persons that is exempt from backup withholding. Any tendering shareholder or other payee who is a Non-U.S. Holder will be subject to withholding of federal income tax at a rate of 30%, unless a reduced rate of withholding is applicable pursuant to an income tax treaty or an exemption from withholding is applicable. A Non-U.S. Holder may be eligible to file for a refund of such tax or a portion of such tax in certain circumstances. See Section 3. Also, see Section 14 regarding material U.S. federal income tax consequences of the Tender Offer.

 

Participants in the 401(k) Plans may not use the Letter of Transmittal to direct the tender of their Shares held in the respective plan but instead must follow the separate instructions related to those Shares set forth in each of the “Letter to Participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan,” the “Letter to Participants in the Metavante Retirement Program” and the “Letter to Participants in the NYCE Corporation Employee’s Tax Deferred Savings Plan” that have been or will be sent to respective participants in each of the 401(k) Plans along with this Offer to Purchase and a direction form. If Computershare Trust Company, N.A. (the “tabulator”) for the 401(k) Plans has not received a participant’s instructions by no later than 4:00 p.m., New York City time, on Thursday, July 29, 2010, the applicable trustee will not tender any Shares held on behalf of that participant in that 401(k) Plan.

 

Shares acquired in connection with participation in the ESPP are initially registered in the name of Fidelity Investments, a broker (not affiliated with FIS), and, if an ESPP participant has not previously transferred his or her Shares from Fidelity Investments, the instructions applicable to brokers and other nominees should be followed. If an ESPP participant has previously transferred his or her Shares originally acquired through the ESPP to another broker, the participant should follow the instructions applicable to brokers and other nominees with respect to the broker currently holding the Shares originally acquired through the ESPP. Please contact Fidelity Investments and/or the Information Agent with any questions regarding tendering Shares acquired in the ESPP (or such other broker).

 

Unexercised options to acquire shares of FIS common stock cannot be tendered in the Tender Offer. Holders of vested but unexercised options under an equity incentive plan currently maintained by FIS may:

 

 

Holders of options who wish to conditionally exercise their options to purchase Shares and tender the remaining underlying Shares, subject to acceptance in the Tender Offer, may not use the Letter of Transmittal, but instead must complete and deliver to us the “Option Election Form” in accordance with the “Instructions for Tender Through Conditional Exercise of Options” included with this Offer to Purchase. Instructions regarding the conditional exercise of options to purchase Shares and tender of the remaining underlying Shares, subject to acceptance in the Tender Offer, must be received by FIS no later than 4:00 p.m., New York City time on Thursday, July 29, 2010. See Section 3 for separate instructions and an explanation of procedures relating to exercising options.

 

As of June 30, 2010, we had issued and outstanding 379,147,170 shares of common stock and 24,278,448 Shares underlying vested but unexercised options. The maximum of 86,206,896 shares of common stock that we are offering to purchase pursuant to the Tender Offer (without giving effect to any lesser amount as FIS may elect to purchase, subject to applicable law) represents approximately 22.74% of the shares of common stock outstanding, and approximately 21.37% of Shares assuming exercise of all vested but unexercised options, as of that date, and, assuming the Tender Offer is fully subscribed, the minimum of 80,645,161 shares of common stock that we are offering to purchase represents approximately 21.27% of the Shares of common stock outstanding, and approximately 19.99% of Shares assuming exercise of all vested but unexercised options, as of that date. The shares of common stock are listed on the NYSE under the ticker symbol “FIS”. We urge shareholders to obtain current market quotations for the Shares before deciding whether, and at what price, to tender their Shares or conditionally exercise their options. See Section 7.

 

References in this Offer to Purchase to “dollars” and “$” are to the lawful currency of the United States of America, unless otherwise indicated or the context suggests otherwise.

 

General. Promptly following the Expiration Time, upon the terms and subject to the conditions of the Tender Offer, FIS will purchase the maximum number of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the scheduled Expiration Time of the Tender Offer, at a Purchase Price determined by FIS not greater than $31.00 nor less than $29.00 per Share, net to the seller in cash, without interest and subject to applicable withholding taxes, that will enable FIS to purchase the maximum number of tendered Shares having an aggregate purchase price of not more than $2,500,000,000.

 

Since the Purchase Price will only be determined after the Expiration Time, the number of Shares that will be purchased will not be known until after that time. Based on an aggregate purchase price of $2,500,000,000, if the Purchase Price is determined to be $29.00 per Share, the minimum Purchase Price under the Tender Offer, the maximum number of Shares that will be purchased under the Tender Offer is 86,206,896 (representing approximately 22.74% of our outstanding common stock, and approximately 21.37% of shares assuming exercise of all vested but unexercised options, as of June 30, 2010), assuming an aggregate purchase price of $2,500,000,000. Assuming that the Tender Offer is fully subscribed and based on an aggregate purchase price of $2,500,000,000, if the Purchase Price is determined to be $31.00 per Share, the maximum Purchase Price under the Tender Offer, the minimum number of Shares that will be purchased under the Tender Offer is 80,645,161 (representing approximately 21.27% of our outstanding common stock, and approximately 19.99% of shares assuming exercise of all vested but unexercised options, as of June 30, 2010). The Tender Offer is not conditioned on any minimum number of Shares being tendered. See Section 6.

 

If we are unable to obtain financing on terms acceptable to us in our sole discretion, then, without limiting our ability to rely on any of the terms or conditions of the Tender Offer as described in this Offer to Purchase (including amending, extending or terminating the Tender Offer), we may reduce the maximum aggregate purchase price in the Tender Offer below $2,500,000,000 and correspondingly reduce the maximum aggregate number of Shares to be purchased in the Tender Offer. As noted below, if we make any such reduction in the aggregate purchase price and associated aggregate number of Shares to be purchased and the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any such reduction, we will extend the Tender Offer until the expiration of ten business days from the date that we first publish notice of any such reduction.

 

In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender Shares must specify the price, not greater than $31.00 nor less than $29.00 per Share, at which they are willing to sell their Shares to FIS under the Tender Offer. Alternatively, shareholders desiring to tender Shares can choose not to specify a price and, instead, specify that they will sell their Shares at the Purchase Price that FIS ultimately pays for Shares properly tendered and not properly withdrawn in the Tender Offer, which could result in the tendering shareholder receiving a price per Share as low as $29.00 or as high as $31.00. If tendering shareholders wish to maximize the chance that FIS will purchase their Shares, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could increase the chance of the tendered Shares being purchased at the minimum price of $29.00 per Share.

 

To tender Shares properly, shareholders must specify one and only one price box in the appropriate section in each Letter of Transmittal. If you specify more than one price or if you fail to check any price at all you will not have validly tendered your Shares. See Section 3.

 

As promptly as practicable following the Expiration Time, FIS will, in its sole discretion, upon the terms and subject to the conditions of this Tender Offer, determine the Purchase Price. FIS will publicly

announce the Purchase Price and all shareholders who have properly tendered and not properly withdrawn their Shares at prices equal to or less than the Purchase Price will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all Shares purchased upon the terms and subject to the conditions of the Tender Offer, including the provisions relating to proration and “odd lot” priority described below.

 

The Purchase Price will be denominated in United States dollars, and all payments to shareholders under the Tender Offer will be made in United States dollars.

 

FIS will not purchase Shares tendered at prices greater than the Purchase Price and Shares that it does not accept in the Tender Offer because of proration provisions. FIS will return to the tendering shareholders Shares that it does not purchase in the Tender Offer at FIS’ expense as promptly as practicable after the Expiration Time. By following the instructions to the Letter of Transmittal, shareholders can specify one minimum price for a specified portion of their Shares and a different minimum price for other specified Shares, but shareholders must submit a separate Letter of Transmittal for Shares tendered at each price. Shareholders also can specify the order in which FIS will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, FIS purchases some but not all of the tendered Shares pursuant to the Tender Offer.

 

If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time is fewer than or equal to the maximum number of Shares which would result in an aggregate purchase price of $2,500,000,000 based on the Purchase Price, or such lesser number of Shares as FIS may elect to purchase, subject to applicable law, FIS will, upon the terms and subject to the conditions of the Tender Offer, purchase all such Shares.

 

The Expiration Time for the Tender Offer will be 5:00 p.m., New York City time, on Tuesday, August 3, 2010, unless and until FIS, in its sole discretion, shall have extended the period of time during which the Tender Offer will remain open, in which event the term “Expiration Time” shall refer to the latest time and date at which the Tender Offer, as so extended by FIS, shall expire. See Section 15 for a description of FIS’ right to extend, delay, terminate or amend the Tender Offer. In the event of an over-subscription of the Tender Offer as described below, Shares tendered at or below the Purchase Price will be subject to proration, except for odd lots. The proration period and, except as described herein, withdrawal rights each, expire at the Expiration Time.

 

If we:

 

 

the Tender Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any such increase or decrease, we will extend the Tender Offer until the expiration of ten business days from the date that we first publish notice of any such increase or decrease. For the purposes of the Tender Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time on any such day.

 

More generally, if we materially change the terms of the Tender Offer or the information concerning the Tender Offer, or if we waive a material condition of the Tender Offer, we will extend the Tender Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act.

These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a Tender Offer must remain open following material changes in the terms of the Tender Offer or information concerning the Tender Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information.

 

The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions, including the completion of the financing to fund the tender offer. See Section 6.

 

Priority of Purchases. Upon the terms and subject to the conditions of the Tender Offer, if the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $2,500,000,000, or such lesser number of Shares as FIS may elect to purchase, subject to applicable law, FIS will purchase properly tendered Shares on the basis set forth below:

 

 

 

 

As a result of the foregoing priorities applicable to the purchase of Shares tendered, FIS may not purchase all of the Shares that a shareholder tenders in the Tender Offer even if they are tendered at prices at or below the Purchase Price.

 

Odd Lots. For purposes of the Tender Offer, the term “odd lots” means all Shares properly tendered prior to the Expiration Time at prices at or below the Purchase Price and not properly withdrawn by any person, referred to as an “odd lot holder,” who owns beneficially or of record an aggregate of fewer than 100 Shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an “odd lot holder” must tender all Shares owned beneficially or of record by the “odd lot holder” in accordance with the procedures described in Section 3. As set forth above, FIS will accept “odd lots” for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts or share certificates representing fewer than 100 Shares. By accepting the Tender Offer, an “odd lot holder” who holds Shares in its name and tenders its Shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable “odd lot” discounts in a sale of the “odd lot holder’s” Shares on the NYSE. Any “odd lot holder” wishing to tender all of its Shares pursuant to the Tender Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

 

Proration. If proration of tendered Shares is required, FIS will determine the proration factor as soon as practicable following the Expiration Time. Subject to adjustment to avoid the purchase of fractional Shares and subject to proration for each shareholder that tenders Shares (other than “odd lot holders”) will be based on the ratio of the total number of Shares that we accept for purchase (excluding “odd lots”) to the total number of Shares properly tendered (and not properly withdrawn) at or below the Purchase Price by all shareholders (other than “odd lot” holders). Because of the difficulty in determining the number of Shares properly tendered, including Shares tendered by guaranteed delivery procedures, as described in Section 3, and not properly withdrawn, and because of the “odd lot” procedure, FIS does not expect that it will be able to announce the final proration factor or commence payment for any Shares purchased under the Tender Offer until at least five business days after the Expiration Time. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Time. Shareholders may obtain preliminary proration information from the Information Agent and may be able to obtain this information from their brokers.

 

As described in Section 14, the number of Shares that FIS will purchase from a shareholder under the Tender Offer may affect the U.S. federal income tax consequences to that shareholder and, therefore, may be relevant to that shareholder’s decision whether or not to tender Shares.

 

We will mail this Offer to Purchase and the Letter of Transmittal to record holders of Shares and we will furnish this Offer to Purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on FIS’ shareholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

 

 

FIS believes that this modified “Dutch auction” Tender Offer, together with an increase in our indebtedness, is a prudent use of FIS’ financial resources given its business profile, strategic position, cash flow, capital structure and assets and the current market price of the Shares. FIS further believes that investing in its own Shares at these prices is an attractive use of capital and an effective and efficient means to provide value to its shareholders. The Tender Offer provides shareholders (particularly those who, because of the size of their shareholdings, might not be able to sell their Shares without potential disruption to the Share price) with an opportunity to obtain liquidity with respect to all or a portion of their Shares, without potential disruption to the Share price and the usual transaction costs associated with market sales. Furthermore, “odd lot holders” who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased under the Tender Offer will avoid not only the payment of brokerage commissions but also any applicable “odd lot” discounts that might be payable on sales of their Shares in NYSE transactions.

 

Shareholders who do not tender their Shares pursuant to the Tender Offer and shareholders who otherwise retain an equity interest in FIS as a result of a partial tender of Shares or proration will continue to be owners of FIS and will realize a proportionate increase in their relative equity interest in FIS immediately following consummation of the Tender Offer and thus in FIS’ future earnings, but will bear the attendant risks and rewards associated with owning the equity securities of FIS, including risks associated with our higher leverage which is required to be incurred to finance the Tender Offer. Shareholders may be able to sell non-tendered Shares in the future at a net price significantly higher or lower than the Purchase Price pursuant to the Tender Offer. We can give no assurance as to the price at which a shareholder may be able to sell its Shares in the future. See Section 12 for discussion of additional effects of the Tender Offer.

 

The Tender Offer will reduce our “public float” (the number of Shares owned by non-affiliated shareholders and available for trading in the securities markets), and is likely to reduce the number of our shareholders.

 

Based on the published guidelines of the NYSE and the conditions of the Tender Offer, we believe that our purchase of up to 86,206,896 Shares pursuant to the Tender Offer will not result in delisting of the remaining Shares on the NYSE. The Shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of Shares pursuant to the Tender Offer will not result in the Shares becoming eligible for termination of registration under the Exchange Act. The Tender Offer is conditioned upon, among other things, our having determined that the consummation of the Tender Offer will not cause the Shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act. See Section 6.

 

The accounting for the purchase of Shares pursuant to the Tender Offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price of the Shares we purchase and a corresponding reduction in total cash and investments.

 

The impact of the Tender Offer on FIS’ earnings per Share will depend upon, among other things, the amount and terms and conditions of the additional indebtedness that we expect to incur under bank credit facilities and/or through the issuance of new debt securities to fund the purchase of Shares in the Tender Offer and any indebtedness we may incur to refinance that indebtedness following the Tender Offer. See Section 9 and Section 10.

 

After the completion of the Tender Offer, FIS expects to have sufficient cash flow and access to funding to meet its cash needs for normal operations, anticipated capital expenditures and acquisition opportunities that may arise. However, FIS’ indebtedness and leverage could be further increased if additional debt financing is required to fund operations, capital expenditures and acquisition opportunities following the completion of the Tender Offer. See Section 8.

 

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER.  HOWEVER, NEITHER WE, OUR BOARD OF DIRECTORS, THE DEALER MANAGERS, THE DEPOSITARY NOR THE INFORMATION AGENT HAVE MADE OR ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISIONS AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE AT WHICH TO TENDER YOUR SHARES. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE TENDER OFFER. SEE SECTION 2 AND SECTION 12. YOU ARE URGED TO CONSULT YOUR OWN FINANCIAL, LEGAL, TAX AND OTHER ADVISORS.

 

The directors and executive officers of FIS are entitled to participate in the Tender Offer on the same basis as all other shareholders and certain of our directors and executive officers have advised us that they may tender Shares in the Tender Offer, including through the conditional exercise of vested stock options to purchase Shares and tender of the remaining underlying Shares, subject to acceptance in the Tender Offer. See Section 11 for the current beneficial ownership of each of our directors and executive officers. The equity ownership of our directors and executive officers who do not tender their Shares in the Tender Offer will proportionally increase as a percentage of our outstanding common stock following the consummation of the Tender Offer and could also proportionally increase to a greater or lesser extent if they were to tender some but not all of their Shares. In the event that one or more of our directors or executive officers tenders Shares in the Tender Offer and such Shares are purchased pursuant to the Tender Offer, such person’s proportional holdings of Shares as a percentage of our outstanding common stock will change to a greater or lesser extent, depending upon whether more or less Shares are purchased pursuant to the Tender Offer.

 

The repurchase of shares of common stock pursuant to the Tender Offer is in addition to the three-year Share repurchase program authorized by our Board of Directors in February 2010, pursuant to which FIS is authorized to repurchase up to an additional 15.0 million outstanding shares of common stock, at prevailing market prices or in privately negotiated transactions through January 31, 2013. As of June 30, 2010, 13.6 million Shares remain available for repurchase under this stock repurchase authorization. Whether or not we may make such repurchases or any additional repurchases will depend on many factors, including, without limitation, the number of Shares, if any, that we purchase in this Tender Offer, whether or not, in FIS’ judgment, such future repurchases would be accretive to earnings per Share, FIS’ business and financial performance and situation, the business and market conditions at the time, including the price of the Shares, and such other factors as FIS may consider relevant. Any future repurchases may be on the same terms or on terms that are more or less favorable to the selling shareholders than the terms of the Tender Offer. Rule 13e-4 of the Exchange Act prohibits FIS and its affiliates from purchasing any Shares, other than pursuant to the Tender Offer, until at least ten business days after the Expiration Time of the Tender Offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

 

FIS will hold in treasury any Shares that it acquires pursuant to the Tender Offer, and such Shares will be available for FIS to issue without further shareholder action (except as required by applicable law or the rules of NYSE or any other securities exchange on which the Shares may then be listed) for various purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors, as FIS may duly determine.

 

Except as disclosed or incorporated by reference in this Offer to Purchase, FIS currently has no plans, proposals or negotiations underway that relate to or would result in:

 

 

Although we do not currently have any plans, other than as disclosed or incorporated by reference in this Offer to Purchase, that relate to or would result in any of the events discussed above, as we evaluate opportunities, we may undertake or plan actions that relate to or could result in one or more of these events. We reserve the right to change our plans and intentions at any time as we deem appropriate.

 

 

Proper Tender of Shares. For shareholders to properly tender Shares under the Tender Offer:

 

 

If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that, for administrative reasons, they have an earlier deadline for you to act to instruct them to accept the Tender Offer on your behalf. We urge you to immediately contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

 

In accordance with Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender Shares in the Tender Offer must properly indicate in the section captioned (1) “Shares Tendered at Price Determined by Stockholder” on the Letter of Transmittal the price (in multiples of $0.25) at which they are tendering Shares or (2) “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the Letter of Transmittal that they will accept the Purchase Price determined by FIS in accordance with the terms of the Tender Offer.

 

If tendering shareholders wish to maximize the chance that FIS will purchase their Shares, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which FIS purchases tendered Shares because Shares tendered using this election will be available for purchase at the minimum price of $29.00 per Share and, as a result, this election could increase the chance of FIS purchasing all tendered Shares at the minimum price of $29.00 per Share.

 

A shareholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which such shareholder tenders Shares, provided that a shareholder may not tender the same Shares (unless properly withdrawn previously in accordance with Section 4) at more than one price.

 

To tender Shares properly, shareholders must check one and only one price box in the appropriate section of each Letter of Transmittal. If you check more than one box or if you fail to check any box at all you will not have validly tendered your Shares.

 

“Odd lot” holders who tender all Shares must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to “odd lot” holders as set forth in Section 1.

 

Shareholders holding Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, must contact their broker, dealer, commercial bank, trust company or other nominee in order to tender their Shares. We urge shareholders who hold Shares through brokers, banks, dealers, commercial banks, trust companies or other nominee to consult such persons or entities to determine whether transaction costs are applicable if they tender Shares through such persons or entities and not directly to the Depositary.

 

Signature Guarantees and Method of Delivery. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a Letter of Transmittal need not be guaranteed if:

 

 

If a share certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

 

FIS will make payment for Shares tendered and accepted for payment under the Tender Offer only after the Depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at DTC as described above, a properly completed and duly executed Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

 

The method of delivery of all documents, including share certificates, the Letter of Transmittal and any other required documents, including delivery through DTC, is at the sole election and risk of the tendering shareholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

 

Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Tender Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the Shares by causing DTC to transfer Shares into the Depositary’s account in accordance with DTC’s procedures for transfer. Although participants in DTC may effect delivery of Shares through a book-entry transfer into the Depositary’s account at DTC, either

 

 

 

Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

 

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that FIS may enforce the agreement against the participant.

 

Guaranteed Delivery. If a shareholder desires to tender Shares under the Tender Offer and the shareholder’s share certificates are not immediately available or the shareholder cannot deliver the share certificates to the Depositary before the Expiration Time, or the shareholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Time, the shareholder may nevertheless tender the Shares, provided that the shareholder satisfies all of the following conditions:

 

 

Procedures for Holders of Options under an Equity Incentive Plan Currently Maintained by FIS. We are not offering, as part of the Tender Offer, to purchase any outstanding options, and tenders of unexercised options will not be accepted. Instead, option holders with vested but unexercised options to acquire FIS common stock under an equity incentive plan currently maintained by FIS can participate in the Tender Offer in one of two ways.

 

First, an option holder may exercise vested but unexercised options in advance of the Tender Offer in accordance with the terms of the applicable equity incentive plan and tender the Shares received upon exercise into the Tender Offer. As the option exercise would not be conditional, the exercise could not be revoked even if all or a portion of the Shares received upon the exercise and tendered in the Tender Offer are not purchased by FIS. Option holders must exercise their unexercised options no later than 4:00 P.M., New York City time, on Monday, July 26, 2010 in order to have sufficient time for the exercise to settle and for you to tender the Shares received upon exercise in the Tender Offer.

 

Second, an option holder may conditionally exercise some or all of the holder’s vested but unexercised nonqualified options to purchase Shares and tender the remaining underlying Shares, subject to acceptance in the Tender Offer. As a part of this conditional exercise, the option holder will be able to specify

(1) the price at which the holder is willing to tender the underlying Shares, and (2) which options are tendered and the order in which they will be accepted if there is proration.

 

The exercise of options is “conditional” because the option holder is deemed to exercise an option (and pay the exercise price and applicable taxes) only if and to the extent that (i) FIS will purchase the remaining underlying Shares pursuant to the Tender Offer and (ii) the fair market value on Thursday, July 29, 2010 (as determined in accordance with the administrative procedures under the applicable equity incentive plan) exceeds the exercise price for the option. If any remaining Shares underlying properly conditionally exercised options are accepted, the options will be deemed exercised as to those Shares accepted and the option holder will be deemed to surrender a number of Shares underlying the options with an aggregate fair market value equal to the aggregate exercise price of the options exercised and the applicable withholding, with such number of shares determined based on the fair market value on Thursday, July 29, 2010 (calculated in accordance with the administrative procedures under the applicable equity incentive plan). Such holders will receive proceeds equal to the remaining number of accepted Shares underlying the exercised option, multiplied by the Purchase Price in the Tender Offer. This conditional exercise process will only be available for nonqualified options.

 

With respect to conditionally exercised options, if FIS does not purchase the remaining underlying Shares due to the option holder tendering above the Purchase Price, proration or termination of the Tender Offer, the options for those Shares will not be deemed exercised and will remain outstanding. As of June 30, 2010, there were 24,278,448 shares underlying vested but unexercised options.

 

Holders of vested but unexercised options who wish to conditionally exercise their options to purchase Shares and tender the remaining underlying Shares, subject to acceptance in the Tender Offer, must not use the Letter of Transmittal. Instead, they must properly complete and deliver the Option Election Form included with this Offer to Purchase to the address or facsimile number shown on the instructions thereto. The deadline for submitting instructions regarding the conditional exercise of options and the tender of the underlying Shares is 4:00 p.m., New York City time, on Thursday, July 29, 2010.

 

If you are a holder of vested but unexercised options, you should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to you, based on your option exercise prices, the date of your option grants, the years left to exercise your options, the range of tender prices and the provisions for prorated purchases described in Section 1. We strongly encourage you to discuss the Tender Offer with your tax advisor, broker and/or financial advisor. Holders of options may not tender Shares represented by such awards unless they are fully vested or will be by 4:00 p.m., New York City time on Thursday, July 29, 2010.

 

Holders of stock awards (other than stock options) under an equity incentive plan maintained by FIS may not tender Shares or Shares represented by such awards unless they are fully vested or will be by the Expiration Time (or such earlier time as may be applicable to a particular holder) and in the case of phantom awards and units are fully vested and settled or will be by the Expiration Time (or such earlier time as may be applicable to a particular holder).

 

Procedures for Participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan; the Metavante Retirement Program; and the NYCE Corporation Employee’s Tax Deferred Savings Plan. Participants who hold interests in shares of FIS common stock through a 401(k) Plan (“Plan Shares”) desiring to direct the applicable trustee for the plan to tender any Plan Shares held through their accounts under the plan pursuant to the Tender Offer must instruct the applicable trustee to tender such Plan Shares by properly completing, duly executing and returning to the tabulator the direction forms sent separately to such participants by FIS. The tabulator will then aggregate all such tenders and provide the necessary information to the applicable trustee, who will execute letters of transmittal on behalf of all plan participants desiring to tender Plan Shares. Delivery of a Letter of Transmittal by a participant in the plan with respect to any Plan Shares does not constitute proper tender of such Shares. Only the applicable trustee can properly tender any Plan Shares. The deadline for submitting election forms for Plan Shares to the tabulator is earlier than the

Expiration Time because of the need to tabulate participant instructions. If the tabulator for the 401(k) Plans has not received a participant’s instructions by no later than 4:00 p.m., New York City time, on Thursday, July 29, 2010, the applicable trustee will not tender any Plan Shares held on behalf of that participant under that 401(k) Plan. If a shareholder desires to tender Shares owned outside of a plan, as well as Plan Shares, such shareholder must properly complete and duly execute a Letter of Transmittal for the Shares owned outside the plan and deliver such Letter of Transmittal directly to the Depositary, and follow the special instructions provided by FIS for directing the applicable trustee to tender Plan Shares. Please direct any questions regarding the tender of Plan Shares or the withdrawal of Plan Shares previously tendered to the applicable trustee in accordance with the procedures described in the separate materials provided to plan participants.

 

Procedures for Participants in the Fidelity National Information Services, Inc. Employee Stock Purchase Plan. Shares acquired in connection with participation in the ESPP are initially registered in the name of Fidelity Investments, a broker (not affiliated with FIS), and, if an ESPP participant has not previously transferred his or her Shares from Fidelity Investments, the instructions applicable to brokers and other nominees should be followed. Please contact Fidelity Investments and/or the Information Agent with any questions regarding tendering Shares acquired in the ESPP. If an ESPP participant has previously transferred his or her Shares originally acquired through the ESPP to another broker, the participant should follow the instructions applicable to brokers and other nominees with respect to the broker currently holding the Shares originally acquired through the ESPP. An ESPP participant who has previously transferred his or her Shares should contact the broker that currently holds the Shares and/or the Information Agent with any questions regarding tendering these Shares.

 

Federal Backup Withholding Tax. Under the federal income tax backup withholding rules, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Tender Offer must be withheld and remitted to the IRS, unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary and certifies under penalties of perjury that such number is correct or otherwise establishes an exemption. Therefore, tendering shareholders who are U.S. Holders should complete and sign the Form W-9 included as part of the Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding, unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If a U.S. Holder does not provide the Depositary with the correct taxpayer identification number, such U.S. Holder may be subject to penalties imposed by the IRS. Certain shareholders (including, among others, all corporations and certain Non-U.S. Holders (as defined below in Section 14)) are not subject to these backup withholding and reporting requirements. In order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN or other applicable form, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering shareholders can obtain the applicable forms from the Depositary. See Instruction 11 of the Letter of Transmittal.

 

TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX ON THE GROSS PAYMENTS MADE TO YOU FOR SHARES PURCHASED UNDER THE TENDER OFFER, IF YOU DO NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING, YOU MUST PROVIDE THE DEPOSITARY WITH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE OTHER INFORMATION BY COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.

 

Federal Income Tax Withholding for Non-U.S. Holders. Gross proceeds payable pursuant to the tender offer to a Non-U.S. Holder or his or her agent will be subject to withholding of federal income tax at a rate of 30%, unless a reduced rate of withholding is applicable pursuant to an income tax treaty or an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States (and, if an income tax treaty applies, the gross proceeds are generally attributable to a United States permanent establishment maintained by such Non-U.S. Holder). In order to claim a reduction of or an exemption from withholding tax, a Non-U.S. Holder must deliver to the depositary a validly completed and executed IRS Form W-8BEN (with respect to income tax treaty benefits) or W-8ECI (with respect to amounts effectively connected

with the conduct of a trade or business within the United States) claiming such exemption or reduction before the payment is made. Tendering Non-U.S. Holders can obtain the applicable forms from the depositary.

 

A Non-U.S. Holder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 or if such shareholder is entitled to a reduced rate of withholding pursuant to a tax treaty and FIS withheld at a higher rate. Non-U.S. Holders should consult their own tax advisors regarding the tax consequences to them of participating in the tender offer, including the application of federal income tax withholding, their potential eligibility for a withholding tax reduction or exemption, and the refund procedure.

 

For a discussion of the material United States federal income tax consequences to tendering shareholders, see Section 14.

 

Return of Unpurchased Shares. The Depositary will return certificates for unpurchased Shares as promptly as practicable after the expiration or termination of the Tender Offer or the proper withdrawal of the Shares, as applicable, or, in the case of Shares tendered by book-entry transfer at DTC, the Depositary will credit the Shares to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

 

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. FIS will determine, in its sole discretion, all questions as to the number of Shares that we will accept, the price that we will pay for Shares that we accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and our determination will be final and binding on all parties. FIS reserves the absolute right to reject any or all tenders of any Shares that it determines are not in proper form or the acceptance for payment of or payment for which FIS determines may be unlawful. FIS also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder, and FIS’ interpretation of the terms of the Tender Offer will be final and binding on all parties. No tender of Shares will be deemed to have been properly made until the shareholder cures, or FIS waives, all defects or irregularities. None of FIS, the Depositary, the Dealer Managers, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

 

Tendering Shareholder’s Representation and Warranty; FIS’ Acceptance Constitutes an Agreement. A tender of Shares under any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Tender Offer, as well as the tendering shareholder’s representation and warranty to FIS that:

 

 

It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions thereof), the person so tendering:

 

 

 

 

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. FIS’ acceptance for payment of Shares tendered under the Tender Offer will constitute a binding agreement between the tendering shareholder and FIS upon the terms and conditions of the Tender Offer.

 

Lost or Destroyed Certificates. Shareholders whose share certificate for part or all of their Shares has been lost, stolen, misplaced or destroyed should promptly contact Computershare Trust Company, N.A., the transfer agent for FIS Shares, at (800) 568-3476 (toll-free) for instructions as to obtaining a replacement share certificate and/or an affidavit of loss. That share certificate or affidavit of loss will then be required to be submitted together with the Letter of Transmittal in order to receive payment for Shares that are tendered and accepted for payment. The shareholder may be required to post a bond to secure against the risk that the original share certificate may subsequently emerge. We urge shareholders to contact Computershare Trust Company, N.A. immediately in order to permit timely processing of this documentation and determination of whether you will need to post a bond.

 

Shareholders must deliver share certificates, together with a properly completed and duly executed Letter of Transmittal, including any signature guarantees, or an Agent’s Message, and any other required documents to the Depositary and not to FIS, the Dealer Managers, or the Information Agent. None of FIS, the Dealer Managers, or the Information Agent will forward any such documents to the Depositary and delivery of any such documents to FIS, the Dealer Managers, or the Information Agent will not constitute a proper tender of Shares.

 

 

Shareholders may withdraw Shares tendered under the Tender Offer at any time prior to the Expiration Time. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on Tuesday, August 31, 2010, unless accepted for payment before that time as provided in this Offer to Purchase.

 

For a withdrawal to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at the Depositary’s address set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the number of Shares that the shareholder wishes to withdraw and the name of the registered holder of the Shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless the Shares have been tendered for the account of an Eligible Institution. If a shareholder has tendered Shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures.

 

FIS will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding on all parties. FIS reserves the absolute right to waive any defect or irregularity in the notice of withdrawal or method of withdrawal of Shares by any shareholder, whether or not FIS waives similar defects or irregularities in the case of any other shareholder. None of FIS, the Depositary, the Dealer Managers, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

 

Conditional exercises of options to purchase Shares and tender the remaining underlying Shares, subject to acceptance in the Tender Offer, may be withdrawn in accordance with the procedures set forth in the Instructions for Tender through Conditional Exercise of Options sent separately to each option holder.

 

A shareholder may not rescind a withdrawal, and FIS will deem any Shares that a shareholder properly withdraws not properly tendered for purposes of the Tender Offer, unless the shareholder properly re-tenders the withdrawn Shares before the Expiration Time by following one of the procedures described in Section 3.

 

If FIS extends the Tender Offer, is delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the Tender Offer for any reason, then, without prejudice to the Company’s rights under the Tender Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of FIS, and such Shares may not be withdrawn, except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

 

 

Upon the terms and subject to the conditions of the Tender Offer, as promptly as practicable following the Expiration Time, FIS:

 

 

For purposes of the Tender Offer, FIS will be deemed to have accepted for payment, and therefore purchased, Shares that are properly tendered at or below the Purchase Price and are not properly withdrawn, subject to the “odd lot” and proration provisions of the Tender Offer, only when, as and if it gives oral or written notice to the Depositary of its acceptance of the Shares for payment under the Tender Offer.

 

Upon the terms and subject to the conditions of the Tender Offer, as promptly as practicable after the Expiration Time, FIS will accept for payment and pay a single per Share Purchase Price not greater than $31.00 nor less than $29.00 per Share for such maximum number of Shares properly tendered and not properly withdrawn that result in an aggregate purchase price of not more than $2,500,000,000, subject to increase or decrease as provided in Sections 1 and 16.

 

In all cases, payment for Shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly, taking into account any time necessary to determine any proration, but only after timely receipt by the Depositary of (1) certificates for Shares, or a timely book-entry confirmation of the deposit of Shares into the Depositary’s account at DTC, (2) a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal) including any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (3) any other required documents.

 

FIS will pay for Shares that it purchases under the Tender Offer by depositing the aggregate purchase price for these Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from FIS and transmitting payment to the tendering shareholders.

 

In the event of proration, FIS will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Time. However, FIS does not expect to be able to announce the final results of any proration or to commence payment for Shares purchased until at least five business days after the Expiration Time. Shares tendered and not purchased, including all Shares tendered at prices greater than the Purchase Price and Shares that FIS does not accept for purchase due to proration, will be returned to the tendering shareholder, or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant therein who so delivered the Shares, at FIS’

expense, as promptly as practicable after the Expiration Time or termination of the Tender Offer without expense to the tendering shareholders.

 

Under no circumstances will FIS pay interest on the Purchase Price regardless of any delay in making the payment. If certain events occur, FIS may not be obligated to purchase Shares under the Tender Offer. See Section 6.

 

FIS will pay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased under the Tender Offer. If, however,

 

 

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted to the Depositary. See Instruction 9 of the Letter of Transmittal.

 

 

Notwithstanding any other provision of the Tender Offer, FIS will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after July 6, 2010 and before the Expiration Time, any of the following events shall have occurred (or shall have been reasonably determined by FIS to have occurred) and, in FIS’ reasonable judgment and regardless of the circumstances giving rise to the event or events, such event or events make it inadvisable to proceed with the Tender Offer or with acceptance for payment:

 

 

 

 

 

 

 

 

 

 

The foregoing conditions are for the sole benefit of FIS and may be asserted by FIS regardless of the circumstances giving rise to any of these conditions, and may be waived by FIS, in whole or in part, at any time and from time to time, before the Expiration Time, in its sole discretion. FIS’ failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. In the event that the financing condition is satisfied or waived less than five business days prior to the scheduled Expiration Time of the Tender Offer, we will extend the Tender Offer to ensure that at least five business days remain in the Tender Offer following the satisfaction or waiver of the financing condition. Any determination or judgment by FIS concerning the events described above will be final and binding on all parties.

 

 

The shares of common stock have been listed on the NYSE under the ticker symbol “FIS”. The following table sets forth the high and low sales prices for FIS common stock and dividends declared for each of the quarterly periods presented.

 

 

 

 

We publicly announced that we were considering the Tender Offer prior to the opening of trading on the NYSE on May 18, 2010 and announced our intention to make the Tender Offer (including disclosure of the minimum and maximum prices) after market close on May 25, 2010. On May 17, 2010, the reported closing price of the Shares on the NYSE was $28.88 per Share, and on May 25, 2010, the reported closing price of the Shares on the NYSE was $26.56 per Share. The average of the reported closing prices of the Shares on the NYSE over the ten trading days immediately prior to and including May 17, 2010 was $28.61 per Share, and the average of the reported closing prices of the Shares on the NYSE over the ten trading days immediately prior to and including May 25, 2010 was $27.60 per Share.

 

On July 2, 2010, the last full trading day prior to the commencement of the Tender Offer, the reported closing price of the common stock on the NYSE was $26.41. We urge shareholders to obtain current market quotations for the Shares before deciding whether, and at what price, to tender Shares pursuant to the Tender Offer.

 

We currently pay a $0.05 dividend on a quarterly basis, and expect to continue to do so in the future. The declaration and payment of future dividends is at the discretion of our Board of Directors, and depends on, among other things, our investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board of Directors, including legal and contractual restrictions. Additionally, the payment of cash dividends may be limited by covenants in our debt agreements. A regular quarterly dividend of $0.05 per Share was paid on June 30, 2010 to shareholders of record as of the close of business on June 16, 2010.

 

 

The Tender Offer is subject to the receipt of financing by FIS on terms acceptable to FIS in its sole discretion. The aggregate purchase price will be $2,500,000,000 (without giving effect to any lesser amount as FIS may elect to purchase, subject to applicable law). See Section 15. FIS anticipates that it will obtain a portion of the funds necessary to purchase Shares tendered in the Tender Offer, and to pay related fees and expenses, through the incurrence of approximately $2,500,000,000 of incremental debt in the form of additional term loans and long-term bonds. In addition, FIS expects to borrow under the Revolving Loan and/or the AR Facility (each as defined below). We expect to repay any additional indebtedness that FIS incurs to purchase tendered Shares in the Tender Offer using cash generated by FIS’ operations in the future and may refinance any such borrowing from time to time.

 

If we are unable to obtain financing to fund the Tender Offer on terms acceptable to us in our sole discretion, then, without limiting our ability to rely on any of the terms or conditions of the Tender Offer as described in this Offer to Purchase (including amending, extending or terminating the Tender Offer), we may reduce the maximum aggregate purchase price in the Tender Offer and correspondingly reduce the maximum aggregate number of Shares to be purchased in the Tender Offer. See Section 1.

 

Long-Term Bonds. FIS plans to privately offer $1,200,000,000 aggregate principal amount of senior notes, guaranteed by certain of its wholly owned domestic subsidiaries, for sale to certain qualified institutional buyers and foreign investors.

 

Credit Facility and Related Term Loans. On June 29, 2010, we amended and restated our syndicated credit agreement (as amended, the “FIS Credit Agreement”) among FIS, certain of its subsidiaries, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender, and other Lenders party thereto. The FIS Credit Agreement, as of June 30, 2010, provides total committed capital of $3,426.0 million comprised of: (1) revolving credit facilities in an aggregate maximum principal amount of $1,033.7 million (together, the “Revolving Loan”), consisting of $112.3 million in revolving credit capacity maturing on January 18, 2012 and $921.4 million in revolving credit capacity maturing on July 18, 2014; and (2) an aggregate of $2,390.4 million of term notes (the “Term Loan A”) consisting of $386.8 million maturing on January 18, 2012 and $2,003.6 million maturing on July 18, 2014 and (3) an aggregate of $1.9 million of term notes maturing on July 18, 2014. As of June 30, 2010, the outstanding principal balance of the Revolving Loan was $310.8 million, with $722.9 million of borrowing capacity remaining thereunder. In addition to committed loans, the FIS Credit Agreement contains provisions permitting FIS to obtain certain additional loans in the future, conditioned upon, among other things, FIS’ ability to obtain additional commitments from lenders to fund such loans and compliance with certain financial covenants, including (1) a new term loan B facility (the “New Term Loan B”) in an aggregate principal amount anticipated to be $1.4 billion (but which may be more or less depending upon market conditions, but in no event more than $2,837.2 million, less the amount of the senior notes referred to above); and (2) up to an additional $750 million in the aggregate of term and revolving credit loans. We have launched a syndication process pursuant to which we will seek to obtain commitments for the New Term Loan B. We intend to use the proceeds from the issuance of the long-term bonds, together with borrowings under a combination of the New Term Loan B, the incremental Term Loan A, the Revolving Loan and the AR Facility,

to fund the Tender Offer. Additional details on the FIS Credit Agreement can be found in FIS’ Current Report on Form 8-K filed on July 2, 2010, which is incorporated herein by reference.

 

AR Facility. On October 1, 2009, FIS entered into an agreement for FIS and certain of its domestic subsidiaries to sell certain of their accounts receivable (the “AR Facility”) to a wholly owned special purpose accounts receivable securitization entity (the “SPV”), which is exclusively engaged in purchasing accounts receivable from FIS and certain of its domestic subsidiaries. The SPV funds its purchases, in part, by selling interests in the accounts receivables to a syndicate of financial institution purchasers in exchange for up to $145.0 million in capital funding (provided, however, that if FIS obtains additional commitments from new or existing purchasers, the aggregate amount may be increased by up to an additional $55.0 million, to an overall aggregate capital amount of $200.0 million). As of June 30, 2010, there was no outstanding capital under the AR Facility, with $145 million of unfunded capacity remaining thereunder. We may use the AR Facility in funding the Tender Offer as needed. Additional details on the AR Facility can be found in FIS’ Current Report on Form 8-K filed on July 2, 2010, which is incorporated herein by reference.

 

Risks relating to Higher Leverage. FIS expects that the level of its indebtedness after completion of the Tender Offer and the related financing transactions will be greater than FIS’ historical levels of indebtedness. Upon completion of the Tender Offer and assuming we expend $2,500,000,000 in purchasing Shares pursuant to the Tender Offer, FIS’ long-term indebtedness is expected to increase to approximately $5.6 billion, compared to approximately $3.1 billion as of March 31, 2010. See Section 9. This indebtedness could adversely affect FIS’ ability to raise additional capital to fund its operations or consummate acquisitions and react to changes in the economy or our industry. In deciding whether or not to tender their Shares in the Tender Offer, shareholders should consider that FIS’ higher leverage upon the completion of the Tender Offer would subject FIS to risks, including the following:

 

 

 

 

Historical Financial Information. We incorporate by reference the audited financial statements and notes thereto on pages 40 through 88 of our Annual Report on Form 10-K for the year ended December 31, 2009. In addition, we incorporate by reference unaudited the financial information included in Part I, Item 1 (beginning on page 3) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. You should refer to Section 10 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

 

Summary Historical Consolidated Financial Data. The following table sets forth our summary historical consolidated financial data for the years ended December 31, 2009 and December 31, 2008 and the three month periods ended March 31, 2010 and March 31, 2009, certain selected ratios for such periods, and our financial position at March 31, 2010. This financial data has been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the year ended December 31, 2009 and the unaudited consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. Financial data for the three month periods ended March 31, 2010 and March 31, 2009, and the selected ratios for such periods, are unaudited and, in the opinion of our management, include all adjustments necessary for a fair presentation of the data. Historical results are not necessarily indicative of the results of operations to be expected for the future periods, and interim results may not be indicative of results for the remainder of the year.

 

 

 

 

 

 

Summary Unaudited Pro Forma Consolidated Financial Data.  The following tables set forth summary unaudited pro forma consolidated financial data for the year ended December 31, 2009 and the three months ended March 31, 2010 and certain ratios for such periods. The summary unaudited pro forma consolidated financial data for the year ended December 31, 2009 have been derived from our audited financial statements which have been audited by KPMG LLP. The summary unaudited pro forma consolidated financial data for the three months ended March 31, 2010 have been derived from our unaudited condensed financial statements. The summary unaudited pro forma consolidated financial data gives effect to the purchase of Shares pursuant to the Tender Offer, as if such purchase had occurred on January 1, 2009 for the condensed consolidated statements of income for the year ended December 31, 2009, and gives effect to the Metavante Acquisition as if it had occurred January 1, 2009. The summary unaudited pro forma consolidated financial data for the three months ended March 31, 2010 gives effect to the purchase of Shares pursuant to the Tender Offer, as if such purchase had occurred on January 1, 2010 for the condensed consolidated statement of income and on March 31, 2010 for the condensed consolidated balance sheet as of March 31, 2010. Such pro forma data also assumes that the purchase of Shares is financed with debt on the terms described in the footnotes to the table below.

 

This information should be read in conjunction with Summary Historical Consolidated Financial Data and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the year ended December 31, 2009 and the unaudited condensed consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. This summary unaudited pro forma consolidated financial data is not necessarily indicative of either our financial position or results of operations that actually would have been attained had the purchase of Shares pursuant to the Tender Offer and the related financing been completed at the dates indicated, or will be achieved in the future. The summary unaudited pro forma financial data set forth below are presented for

informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the Metavante Acquisition been consummated on the date indicated, and do not purport to be indicative of our results of operations for any future period. There can be no assurance that we will secure the necessary financing for the Tender Offer on terms acceptable to us or at all. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer to Purchase under “Forward-Looking Statements.”

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2009

 

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2010

 

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET