SEC Filing

METAVANTE TECHNOLOGIES, INC.

Date: April 1, 2009

/s/ Timothy C. Oliver

Timothy C. Oliver

Senior Executive Vice President and

Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2009

METAVANTE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin

001-33747

39-0968604

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4900 West Brown Deer Road

Milwaukee, Wisconsin 53223

(Address of principal executive offices, including Zip Code)

(414) 357-2290

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On April 1, 2009, Metavante Technologies, Inc., a Wisconsin corporation (“Metavante”), and Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), issued a joint press release announcing the execution of an Agreement and Plan of Merger by and among FIS, Cars Holdings, LLC, a direct, wholly owned subsidiary of FIS, and Metavante. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition, Metavante and FIS provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed transactions, FIS and Metavante will file relevant materials with the SEC, including a registration statement on Form S-4 that will include a joint proxy statement of FIS and Metavante that also constitutes a prospectus of FIS. FIS and Metavante will mail the final joint proxy statement/prospectus to their respective shareholders. Investors and security holders are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about FIS, Metavante and the proposed transactions.

Investors and security holders may obtain these documents (and any other documents filed by FIS or Metavante with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by FIS may be obtained free of charge by directing such request to: Investor Relations, 601 Riverside Drive, Jacksonville, FL 32204, or from FIS’ Investor Relations page on its corporate website at www.fidelityinfoservices.com. The documents filed with the SEC by Metavante may be obtained free of charge by directing such request to: Investor Relations, 4900 West Brown Deer Road, Milwaukee, WI 53223 or from Metavante’s Investor Relations page on its corporate website at www.Metavante.com.

Participants in the Solicitation

FIS, Metavante and their respective executive officers, directors and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Metavante and FIS in favor of the proposed transactions. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders in connection with the proposed transactions will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the executive officers and directors of FIS and their ownership of FIS common stock is set forth in the proxy statement for FIS’s 2008 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2008. Information about the executive officers and directors of Metavante and their ownership of Metavante common stock is set forth in the proxy statement for Metavante’s 2008 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2008.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description
99.1		Press Release dated April 1, 2009

99.2		Investor presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release dated April 1, 2009

99.2		Investor presentation

Press Release dated April 1, 2009

Exhibit 99.1

Press Release

Fidelity National Information Services, Inc. to Acquire

Metavante Technologies, Inc.

Combination to create the world’s largest provider of comprehensive

integrated payment and financial core processing services

Companies anticipate $260 million in cost synergies and

increased long-term organic revenue growth

JACKSONVILLE, Fla. and MILWAUKEE, Wis. April 1, 2009 – Fidelity National Information Services, Inc. (NYSE: FIS) and Metavante Technologies, Inc. (NYSE: MV) today announced that the boards of directors of both companies have approved a definitive agreement under which FIS will acquire Metavante. Under the terms of the agreement, Metavante shareholders will receive a fixed exchange ratio of 1.35 shares of FIS common stock for each share of Metavante common stock they own. The pro forma enterprise value of the combined company is approximately $10 billion.

The combination creates an industry leader with enhanced growth prospects. FIS is a leading provider of core and transaction processing services, card issuer solutions and outsourcing services to more than 14,000 financial institutions worldwide. Metavante is a leading provider of banking and payments technologies to approximately 8,000 financial services firms and businesses. Together, the combined company will provide one of the most comprehensive ranges of integrated products and services, across more markets and more geographies worldwide than any other provider in the industry.

The pro forma financial implications are compelling. FIS and Metavante serve complementary customer bases and have highly diversified and recurring revenue streams. In 2008, the companies generated pro forma combined revenue of $5.2 billion, adjusted EBITDA of $1.3 billion and free cash flow of more than $500 million. As a result of the combination, FIS anticipates it will achieve cost synergies of approximately $260 million. The increased global scale and expected cost savings are expected to generate significant margin expansion. The transaction is expected to be accretive to adjusted earnings per share in 2010.

“The combined scale, complementary product capabilities and market breadth of these two great companies will drive significant competitive advantages in the increasingly dynamic marketplace,” stated William P. Foley, II, chairman of FIS. “This transaction will further strengthen FIS’s competitive position as a leading global provider of technology solutions and enable us to generate increased value for shareholders and customers,” added Lee A. Kennedy, FIS president and chief executive officer.

“By bringing these two companies together, we expect to accelerate revenue growth, drive higher profitability, and create greater financial flexibility for growth investments and acquisitions,” said Frank R. Martire, Metavante’s current chairman and chief executive officer. “In addition, the size, scope and geographic reach of the combined company will offer even greater opportunities to our employees, world-wide.”

The leadership team will be comprised of executives from both companies with broad industry experience and strong management depth. Mr. Foley will serve as chairman of the board of FIS. Mr. Kennedy will serve as executive vice chairman of the board with responsibility for integrating the two companies, and Mr. Martire will be named president and chief executive officer of FIS. Reporting to Mr. Martire will be Gary A. Norcross as chief operating officer (current COO of FIS) and Michael D. Hayford as chief financial officer (current president and COO of Metavante). George P. Scanlon (current chief financial officer of FIS) will serve as executive vice president of finance. Following the completion of the transaction, the board of directors will consist of six FIS board members and three Metavante directors. FIS’s headquarters will remain in Jacksonville, Florida.

Additional Transaction Details

The transaction will be structured as a tax-free reorganization whereby Metavante will be merged with and into a newly formed subsidiary of FIS. Based on the 1.35 fixed exchange ratio, FIS would issue approximately 162 million basic shares to Metavante shareholders. In addition, a simultaneous equity investment by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. in FIS common stock will result in approximately 16 million additional newly issued shares. At closing, the combined company would have approximately 374 million fully diluted shares outstanding. The requisite Metavante lenders have agreed to waive their change of control provisions and permit the merger to proceed. After giving effect to the transaction, the combined company is projected to have approximately $3.8 billion of debt outstanding at closing, including $1.45 billion of debt to be incurred and assumed in in connection with the acquisition and will have improved financial leverage and credit statistics.

Approvals and Anticipated Closing

The transaction is subject to approval by FIS and Metavante shareholders, receipt of regulatory approvals and the satisfaction of customary closing conditions. Metavante said that its largest shareholder, an entity affiliated with Warburg Pincus that currently owns 25% of the outstanding common stock of Metavante, has entered into a Support Agreement with FIS pursuant to which it has agreed, subject to the terms and conditions of the Support Agreement, to vote in favor of the transaction. Upon completion of the deal, Warburg Pincus will be the largest single shareholder of the new company with approximately 11% ownership and will have board representation. FIS and Metavante expect to complete the transaction in the third quarter of 2009.

2009 Guidance

FIS will update its fiscal 2009 guidance to include the acquisition of Metavante following the completion of the transaction. Separately, FIS and Metavante have reiterated the respective guidance each had previously provided in February 2009.

Advisors

Banc of America Securities LLC and Goldman, Sachs & Co. acted as financial advisors to FIS and Wachtell, Lipton, Rosen & Katz provided legal counsel. Barclays Capital acted as financial advisor to Metavante, while Kirkland & Ellis LLP and Quarles & Brady LLP provided legal counsel.

Conference Call and Webcast

FIS and Metavante will host a joint webcast to discuss the transaction on Wednesday, April 1, 2009, at 11:00 a.m. EDT. The webcast will be accessible on the investor relations section of FIS’s website at www.fidelityinfoservices.com and Metavante’s website at www.metavante.com. The accompanying slide presentation will also be available on each company’s website. A replay of the audio presentation will be available on the websites or by calling 888-203-1112 (domestic) or 719-457-0820 (international), and entering passcode 1456372. The replay will be available for four weeks following the conference call.

About Fidelity National Information Services, Inc.

Fidelity National Information Services, Inc. (NYSE: FIS), a Fortune 500 company, is a leading provider of core processing for financial institutions; card issuer and transaction processing services; and outsourcing services to financial institutions and retailers. FIS has processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10. FIS is a member of the S&P 500 Index and has been ranked the number one banking technology provider in the world by American Banker and the research firm Financial Insights in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS maintains a strong global presence, serving more than 14,000 financial institutions in more than 90 countries worldwide. For more information on FIS, please visit www.fidelityinfoservices.com.

About Metavante

Metavante Technologies, Inc. (NYSE: MV) is the parent company of Metavante Corporation. Metavante Corporation delivers banking and payments technologies to approximately 8,000 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment, outsourcing, and payment network solutions including the NYCE Network, a leading ATM/PIN debit network. Metavante (www.metavante.com) is headquartered in Milwaukee. Metavante and NYCE are registered trademarks of Metavante Corporation, which is the principal subsidiary of Metavante Technologies, Inc.

Use of Non-GAAP Financial Information

Generally Accepted Accounting Principles (GAAP) is the standard framework of guidelines for financial accounting. It includes the standards, conventions, and rules accountants follow in recording and summarizing transactions, and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. These non-GAAP measures include earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, and free cash flow. Adjusted EBITDA excludes the after-tax impact of merger and acquisition and integration expenses, certain stock compensation charges, debt restructuring and other costs, and gains (losses) on the sale of certain non-strategic assets. Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings. Further, FIS’s and Metavante’s non-GAAP measures may be calculated differently from similarly-titled measures of other companies.

Forward Looking Statements

This press release contains statements related to FIS’s and Metavante’s future plans, objectives, performance, events and expectations, including statements about revenue and cost synergies and earnings accretion and, as such, constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to known and unknown events, risks, uncertainties and other factors that, individually or in the aggregate, may cause actual results, performance or achievements of FIS and Metavante to be different from those expressed or implied within this presentation. The material risks and uncertainties that could cause actual results to differ materially from current expectations include, without limitation, the following: (i) effect of governmental regulations, including the possibility that there are unexpected delays in obtaining regulatory approvals; (ii) the economy; (iii) competition; (iv) the risk that the merger may fail to achieve beneficial synergies or that it may take longer than expected to do so; (v) the risk of reduction in revenue from the elimination of existing and potential customers due to consolidation in the banking, retail and financial services industries and its impact on the Companies’ customer bases; (vi) failure to adapt to changes in technology or in the marketplace; (vii) the failure to obtain approval of FIS’s and Metavante’s shareholders; (viii) delays associated with integrating the companies, including employees and operations, after the transaction is completed; (ix) actions that may be taken by the competitors, customers and suppliers of FIS or Metavante that may cause the transaction to be delayed or not completed; and (x) other risks detailed from time to time in the Form 10-K and other reports and filings made by FIS and Metavante with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s web site located at http://www.sec.gov, including the sections entitled “Risk Factors” in FIS’s and Metavante’s Form 10-K for the fiscal year ended December 31, 2008. Readers are strongly urged to read the full cautionary statements contained in those materials. We assume no obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made.

Additional Information and Where to Find It

Participants in the Solicitation

Contacts

Mary K. Waggoner, Senior Vice President of Investor Relations, FIS

+1-904-854-3282, or

Marcia Danzeisen, Senior Vice President Marketing and Corporate Communications, FIS

+1-904-854-5083;

Kirk Larsen, Treasurer and Vice President of Investor Relations of Metavante Corporation,

+1-414-357-3553, or

Chip Swearngan, Vice President, Corporate Communications, of Metavante Corporation,

+1-414-357-3688

###

Investor presentation

Creating an Industry Leader for

Today and Tomorrow

Investor Presentation

April 1, 2009

Exhibit 99.2

Forward-Looking Statements

This presentation contains statements related to Fidelity National Information Services, Inc.’s (“FIS”) and Metavante

Technologies, Inc.’s (“Metavante”) future plans, objectives, performance, events and expectations, including statements

about revenue and cost synergies and earnings accretion and, as such, constitutes “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are

subject to known and unknown events, risks, uncertainties and other factors that, individually or in the aggregate, may

cause actual results, performance or achievements of FIS and Metavante to be different from those expressed or implied

within this presentation. The material risks and uncertainties that could cause actual results to differ materially from

current expectations include, without limitation, the following: (i) effect of governmental regulations, including the

possibility that there are unexpected delays in obtaining regulatory approvals; (ii) the economy; (iii) competition; (iv) the

risk that the merger may fail to achieve beneficial synergies or that it may take longer than expected to do so; (v) the risk

of reduction in revenue from the elimination of existing and potential customers due to consolidation in the banking, retail

and financial services industries and its impact on the Companies’ customer bases; (vi) failure to adapt to changes in

technology or in the marketplace; (vii) the failure to obtain approval of FIS’s and Metavante’s shareholders; (viii) delays

associated with integrating the companies, including employees and operations, after the transaction is completed; (ix)

actions that may be taken by the competitors, customers and suppliers of FIS or Metavante that may cause the

transaction to be delayed or not completed; and (x) other risks detailed from time to time in the Form 10-K and other

reports and filings made by FIS and Metavante with the Securities and Exchange Commission (“SEC”) that are available

on the SEC’s web site located at http://www.sec.gov, including the sections entitled “Risk Factors” in FIS’ and Metavante’s

Form 10-K for the fiscal year ended December 31, 2008. Readers are strongly urged to read the full cautionary

statements contained in those materials. We assume no obligation to update any forward-looking statements to reflect

events that occur or circumstances that exist after the date on which they were made.

Additional Information and Where to Find It

In connection with the proposed transactions, FIS and Metavante will file relevant materials with the SEC, including a

registration statement on Form S-4 that will include a joint proxy statement of FIS and Metavante that also constitutes a

prospectus of FIS. FIS and Metavante will mail the final joint proxy statement/prospectus to their respective shareholders.

Investors and security holders are urged to read these documents (if and when they become available) and any

other relevant documents filed with the SEC, as well as any amendments or supplements to those documents,

because they will contain important information about FIS, Metavante and the proposed transactions.

Investors and security holders may obtain these documents (and any other documents filed by FIS or Metavante with the

SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by FIS may be

obtained free of charge by directing such request to: Investor Relations, 601 Riverside Drive, Jacksonville, FL 32204, or

from FIS’s Investor Relations page on its corporate website at www.fidelityinfoservices.com. The documents filed with the

SEC by Metavante may be obtained free of charge by directing such request to: Investor Relations, 4900 West Brown

Deer Road, Milwaukee, WI 53223 or from Metavante’s Investor Relations page on its corporate website at

www.metavante.com.

FIS, Metavante and their respective executive officers, directors and certain other members of management and

employees may be deemed to be participants in the solicitation of proxies from the shareholders of FIS and Metavante in

favor of the proposed transactions. Information regarding the persons who may, under the rules of the SEC, be

considered participants in the solicitation of the shareholders in connection with the proposed transactions will be set forth

in the joint proxy statement/prospectus when it is filed with the SEC. Information about the executive officers and

directors of FIS and their ownership of FIS common stock is set forth in the proxy statement for FIS’s 2008 Annual

Meeting of Shareholders, which was filed with the SEC on April 15, 2008. Information about the executive officers and

directors of Metavante and their ownership of Metavante common stock is set forth in the proxy statement for Metavante’s

2008 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2008.

•

Lee A. Kennedy

FIS President and CEO

•

Frank R. Martire

Metavante

Chairman and CEO

•

Michael D. Hayford

Metavante

President and COO

•

George P. Scanlon

FIS Executive Vice President and CFO

Presenters

Lee

Kennedy

President and CEO

Fidelity National Information Services

•

Transaction Overview

•

Benefits of the Transaction

•

Financial Overview

Agenda

Lee A. Kennedy

Frank R. Martire

Michael D. Hayford

George P. Scanlon

and

Creating an industry

leader for today and

tomorrow

•

Enhances growth prospects

•

Generates substantial

synergies

•

Drives margin expansion

•

Increases financial flexibility

•

Accretive to cash earnings

•

Creates significant

shareholder value

•

Fidelity National Information Services

(“FIS”) to acquire Metavante

Technologies (“MV”)

•

FIS will be uniquely positioned to offer

the industry’s most comprehensive

range of core, payment and risk

management services to financial

institutions and businesses worldwide

•

Companies combining from a position

of strength

–

Record revenue and operating

earnings in 2008

–

Industry leading organic revenue

growth

Transaction Overview

Key Terms:

•

1.35x Exchange ratio, represents a 23.9% premium to MV’s closing price as of

March 30, 2009

–

FIS will issue 162 million shares to Metavante

shareholders

–

Simultaneous equity investment by affiliates of Thomas H. Lee Partners, L.P. and Fidelity

National Financial, Inc. will result in issuance of approximately 16 million shares for

aggregate proceeds of $250 million

•

closing

FIS

will

have

approximately

374

million

fully

diluted

outstanding

•

Current FIS shareholders to own approximately 52% of the combined company, with

current MV shareholders owning 44% and new equity investors owning 4%

•

Transaction value of $4.4 billion including existing MV debt of $1.7 billion

•

The

requisite

lenders

have

agreed

waive

their

change

control

provision

•

Warburg

Pincus

(25%

owner

existing

MV)

has

entered

into

voting

agreement

vote

favor of transaction

•

Anticipated acquisition and integration costs of $165 million

Structure:

•

Tax

free

reorganization

whereby

Metavante

will

merged

with

newly

formed

subsidiary of FIS

Shareholder Vote:

•

Q2 2009 for both FIS and MV

Expected Closing Date:

•

Q3 2009

–

Subject to regulatory approvals and approval of FIS and MV shareholders

Governance:

•

9 Total directors -

6 from FIS, 3 from MV

Headquarters:

•

Jacksonville, FL

Transaction Highlights

•

Creates an industry leader poised for accelerated growth

•

Summary pro forma financial implications are compelling

–

Over $5 billion in combined revenue

–

Over $1.3 billion in combined Adjusted EBITDA, before synergies

(1)

–

$260 million in expected annual cost synergies

–

Better positioned to achieve upper end of long-term organic revenue

growth target of 6% -

–

Accretive to Adjusted EPS in 2010

(1)

•

Industry-leading management team

(1)

Refer to Appendix for explanation of non-GAAP measures and reconciliation to GAAP

Unmatched Industry

Experience and Management Depth

William Foley, Chairman

Current Chairman, FIS

Lee Kennedy, Executive Vice Chairman

Current President and CEO, FIS

Frank Martire, CEO

Current Chairman and CEO, MV

Thomas Hagerty

Managing Partner, Thomas H. Lee Partners

Keith Hughes

Former Vice Chairman, Citigroup, Inc.

David Hunt

Former Chairman, OnVantage, Inc.

Stephan James

Former COO, Accenture

Richard Massey

Partner, Westrock

Capital Partners

James Neary

Managing Director, Warburg Pincus

Frank Martire, President and CEO

Gary Norcross, COO

Mike Hayford, CFO

George Scanlon, EVP, Finance

Frank Sanchez, EVP, Strategic Dev.

Ron Cook, EVP, General Counsel

Mike Oates, EVP, Human Resources

Executive Leadership

Board of Directors

Transaction Rationale

•

The right strategy at the right time

•

Combined products and services drive stronger long-term

growth

•

Complementary customer bases with highly diversified and

recurring revenue streams

•

Global reach expands growth opportunities

•

Significant transaction synergies drive strong earnings accretion

•

Greater scale and cost synergies drive significant margin

expansion

Combination Creates Stronger Competitive Position

•

Core processing

•

Card services

•

Item processing

•

ATM services

•

E-banking

•

Bill payment

•

Consumer’s banking touch-

points changing

•

Market conditions, declining

profitability and capital

constraints forcing banks to

reduce costs

•

Increasing demand for low-cost

integrated products and services

•

Above factors accelerate trend

toward outsourcing

•

Integrated payment &

core processing services

•

Integrated data, delivery

and risk management

•

Lower costs, more

efficient delivery

•

Global capabilities

•

Global anchor customers

•

Better positioned against

emerging competitors

Right Strategy, Right Time

Mono-Line Companies

Single Product Capability

(Best of Breed)

Competitive

Imperatives

Client Market

Drivers

Past

Present

Future

Creating an Industry Leader for Today and Tomorrow

Right Strategy, Right Time:

Combining from a Position of Strength

•

40+ years of global market leadership in financial

technology services

•

A leading global provider of payment and core

processing services to financial institutions

–

1,400 core processing customers

–

Over 164 million credit, debit and prepaid cards

processed globally

–

Broad Global Reach

•

27 operating centers in established and emerging

markets

•

Customers in more than 90 countries

•

Significant scale

–

$3.4 billion FY2008 revenue

–

$828

million

FY2008

Adjusted

EBITDA

(1)

–

14,000+ financial institution clients in over 90

countries

–

Over 25,000 employees

•

40+ years of market leadership across multiple

market segments

•

A leading provider of payment, core and

healthcare technologies to financial institutions

–

850 core processing customers

–

Over 80 million debit and prepaid cards processed

–

259 million annual bill payments

–

6,000+ financial institutions on the nation's first

operational check image exchange network

•

Significant scale

–

$1.7 billion FY2008 revenue

–

$482 million FY2008 EBITDA

(1)

–

Approximately 8,000 clients in 40 countries

–

5,900 employees in the U.S., Canada and Europe

(1)

Refer to Appendix for explanation of non-GAAP measures and reconciliation to GAAP

Well Positioned in Growing Markets and Geographies

FIS Overview

MV Overview

Frank R. Martire

Chairman and CEO

Metavante

Highly Experienced Management Team

44%

34%

22%

Strong Financial Performance

2008 revenue: $3.4 billion

Financial

Solutions

Payment

Solutions

International

61%

39%

2008 revenue: $1.7 billion

Financial

Solutions

Payment

Solutions

FIS Overview

MV Overview

(1)

Refer to Appendix for explanation of non-GAAP measures and reconciliation to GAAP

$2.5

$2.9

$3.4

$0.6

$0.7

$0.8

24.0%

24.2%

24.5%

0.0

1.0

2.0

3.0

$4.0

2006

2007

2008

20%

22%

24%

26%

28%

30%

Revenue

EBITDA

$1.5

$1.6

$1.7

$0.4

$0.5

27.5%

29.3%

28.2%

0.0

0.5

1.0

1.5

$2.0

2006

2007

2008

24%

26%

28%

30%

32%

34%

Revenue

EBITDA

Combined Products and Services

Enhance Growth Prospects

Bill Payment / Online Banking

Prepaid Card

Debit Card / EFT Network

Credit Card / Loyalty

Leadership

Presence

Not Served

Core Processing

Industry’s Most Comprehensive Range of Products and Services

FIS

Image / Item Processing

Risk Management

FIS

Bill Payment / Online Banking

Prepaid Card

Debit Card / EFT Network

Credit Card / Loyalty

Fiserv

First Data

JKHY

Core Processing

IBM

Oracle

FIS is the Industry’s Most Dynamic and Differentiated Player

Image / Item Processing

Risk Management

Selected

Traditional Competitors

Selected Payments

Competitors

Selected

Emerging Competitors

Leadership

Presence

Not Served

Combined Products and Services

Enhance Growth Prospects

TSYS

FIS

•

Diverse customer base

•

Largest customer accounts for

~2% of combined revenue

•

Cross-selling opportunity across

multiple financial institution channels

Highly Complementary Customer Base

Diversified Revenue Streams

26%

19%

20%

16%

19%

49%

35%

10%

PF 2008 Revenue by Customer Channel

Highly Recurring Revenue

2008

Revenue

Segment

(2)

(1)

Includes Retail, Government, Commercial, Print / Mail and Healthcare

(2)

FIS revenue by segment includes $2.5 million corporate and other

Small

Mid

Large

Int'l

Other

(1)

86%

PF 2008 Recurring Revenue

Recurring

Professional

Services

Payment

Solutions

Financial

Solutions

International

Financial

International

Payments

Other

•

Diverse markets served

•

Cross-selling opportunities through

expanded product set and existing

customer relationships

•

Attractive revenue mix

•

~65% of revenue in high

growth Payments &

International categories

•

86% combined recurring

revenue

•

Long-term contracts

•

Substantial penalties for

early termination

$149m

19%

$302m

38%

$337m

43%

Improved Global Reach

Expands Opportunity Set

•

Established operations in 27 countries

worldwide

–

Serving customers in more than 90

countries

–

Strong local presence and expertise

•

Over 10,000 employees

•

Multi product capability

–

Core bank processing, 126 clients

–

Card processing, 46 million cards

–

Business process outsourcing

•

Leveragable

product development and

processing resources

International Overview

EMEA

Latin

America

Asia

Pacific/Other

Established Presence in Rapidly Growing Markets

PF 2008 International Revenue $800m

(15% Combined Revenue)

Significant Transaction Synergies Drive Earnings Accretion:

Well Positioned With Core Client Base

FIS Core Clients

1,400

MV Core Clients

850

Core Creates Anchor Relationship For Cross-Sales

E-Banking/

Bill Payment

Item/Image

2,250

Core Clients

ATM / Debit

EFT / Prepaid

Loyalty

Programs

Credit Card

Services

Fraud

Analytics

Channel

Payment

Networks

E-Banking/

Bill Payment

Extend MV Bill Payment Solution To FIS Large Bank Relationships

Significant Transaction Synergies Drive Earnings Accretion:

Core Relationships Create Opportunities

ATM/Debit

EFT/Prepaid

Loyalty

Programs

Credit Card

Services

Fraud

Analytics

Channel

Payment

Networks

2,250

Core Clients

Market Leading Capabilities

Item/Image

Biller Network

Integrated User Interface

Expedited Bill Payment

Small Business Bill Payment

Optimized Biller Direct

Bill Presentment

Reseller Agreements (VAR)

Premier Service

Significant Transaction Synergies Drive Earnings Accretion:

Core Relationships Create Opportunities

Experience and leadership

Customizable for debit, credit & DDA

End-to-end turnkey delivery

Administration and reporting

Card fulfillment services

Results driven, revenue generating

Acquire and retain customers

Market Leading Capabilities

FIS Loyalty Solutions Extended To MV Clients

E-Banking/

Bill Payment

2,250

Core Clients

ATM/Debit

EFT/Prepaid

Loyalty

Programs

Credit Card

Services

Fraud

Analytics

Channel

Payment

Networks

Item/Image

E-Banking/

Bill Payment

Item/Image

ATM/Debit

EFT/Prepaid

Loyalty

Programs

Credit Card

Services

Fraud

Analytics

Channel

Payment

Networks

Extend MV Payment Networks To FIS Core, Item/Image, & Payments Clients

Significant Transaction Synergies Drive Earnings Accretion:

Core Relationships Create Opportunities

Market

Leading

Capabilities

–

Endpoint

2,250

Core Clients

Market

Leading

Capabilities

NYCE

Nationwide PIN debit network

Secure processing for POS, ATM, &

internet PIN payments

Leader in transaction completions

Maximize interchange fees

Continuous investment and innovation

True national check clearing network

Interoperability (Fed, Viewpointe, SVPCO)

Serves all bank tiers and credit unions

Offers efficiencies to check processing

Decrease float risk and reduce fraud

Michael D. Hayford

President and COO

Metavante

Significant Transaction Synergies

Drive Earnings Accretion

•

Drives Adjusted EPS accretion in

2010

(1)

–

$210m achieved between closing and

the end of 2010

–

$260m by the end of 2012

•

Multiple sources

–

Infrastructure consolidation

–

Product portfolio rationalization

–

Redundant overhead functions

–

Supplier rationalization

•

Cross-sell to expanded client base

•

Reduces consolidation risk

Annual Cost Synergies:

$260m

Expected Long-Term

Organic Revenue Lift of 2%

Drives Incremental Shareholder

Value of ~ $1.7 billion

(2)

Solidifies Organic Growth Outlook

(6%-

9%)

(1)

Assumes 7/1/09 close

(2)

Current 2010E trading multiple as of March 30, 2009 of approximately 6.4x EBITDA multiplied by the

$260m in cost synergies yields ~ $1.7 billion of incremental shareholder value

Payment Products

Core Surround Products

–

Bill Payment

–

Branch

–

Healthcare

–

Check Image

–

Government

–

Item Processing

–

Debit

–

Risk Product

–

Prepaid

–

Commercial Lending

–

Credit Card / Loyalty

Company

Acquisition Date

Targeted

Synergies ($m)

Achieved / Exceeded

eFunds

Sep. 2007

$65

Certegy

Feb. 2006

Intercept

Dec. 2004

NYCE (MV Acq.)

Jul. 2004

Aurum

Mar. 2004

Targeted Synergies ($m)

Timing

Payment Processing

$85

6 - 24 months

Core Processing

6 - 24 months

IT / Operations

6 - 18 months

Corporate

6 months

Total

$260

Transaction

Excellent Track Record of Achieving / Exceeding Cost Synergy Targets

Significant Transaction Synergies Drive Earnings Accretion:

Cost Synergies

Historical

Acquisitions

Illustrative Accretion Analysis:

$260m Total Synergies

(1)

Assumes a closing date of January 1, 2009

(2)

Assumes achieving $260 million of pre-tax synergies and $7.9m of additional pre-tax interest expense taxed

at 36%

(3)

Fully diluted shares per treasury method as of March 30, 2009

(4)

Issued approximately 42 million incremental shares to MV shareholders and 16 million shares to new equity

investors

(5)

Represents mid-point of publicly announced management guidance

(units in millions, except per share data)

FIS

Transaction

Adjustments

(1)

FIS

Fiscal 2009 Adjusted Net Earnings

(3)

$316.0

$197.2

$161.4

(2)

$674.6

Fully Diluted Shares Outstanding

193.9

121.4

58.6

(4)

373.9

Adjusted EPS

(5)

$1.63

$1.62

$1.80

% Accretion

11%

Summary of Benefits

Transaction Driver

Impact

FIS

Greater Scale / Cost Synergies

Margin Expansion

Combined Product Coverage

Enhanced Growth Prospects

Improved Customer Retention

Complementary Customer Bases

Diversification, Visibility, Recurring Revenue

Provides Additional Sales Outlets

(Cross-Sell Opportunities)

Global Reach

Expands Customer Opportunity

Value Creation

Adjusted EPS Accretive in 2010

(1)

Greater Long-Term Growth Opportunities

Management Team

Strongest and Deepest in Industry

Creating an Industry Leader for Today and Tomorrow

(1)

Refer to Appendix for explanation of non-GAAP measures and reconciliation to GAAP

George P. Scanlon

Executive Vice President and CFO

Fidelity National Information Services

Impressive Combined Financial Profile

0.8

0.7

0.5

$1.7b

(2)

$1.3b

$1.2b

2007

2008

2009 w/

synergies

EBITDA

3.4

2.9

1.6

1.7

$5.3b

(1)

$5.2b

$4.5b

2007

2008

2009

Revenue

Free Cash Flow

0.4

0.2

$0.7b

(2)

$0.5b

$0.4b

2007

2008

2009 w/

synergies

FIS

($ billions)

Note:

2009 figures represent public guidance estimates

(1)

Assumes 4% constant currency revenue growth at FIS and 3.5% total revenue growth at MV

(2)

Assumes fully-phased cost synergies of $260m and 36.0% tax rate

Transaction Assumptions

Expected Close:

•

Q3 2009

Cumulative Cost Synergies:

•

$210m –

2010

•

$240m –

2011

•

$260m –

2012

Total Debt:

•

$3.8B debt at a weighted average rate of ~ 6%

–

$2.4B in existing FIS debt

–

$800m of Exchanged MV Term Loan B at L + 325 bps

–

$500m of FIS Accordion Term Loan at L + 425 bps

–

$145m of A/R-backed Revolver at L + 325 bps

Equity:

•

PF fully diluted shares outstanding of 374m at close

Free Cash Flow Priorities:

•

Fulfill commitments to debt holders

•

Fund growth

•

Pay dividend

•

Further reduce leverage

•

Buy-back shares

CapEx:

•

5% -

7% of revenue

FIS Capitalization

Pro Forma Capitalization (12/31/08)

($ in millions)

Standalone

Transaction

Illustrative

FIS

Adjustments

FIS

Cash

$221

$269

($207)

$283

Total Debt

$2,515

$1,737

($292)

$3,960

Shareholders' Equity

3,533

361

2,449

6,343

Total Capitalization

$6,212

$2,113

$10,302

Total Debt / Total Cap

40.5%

82.2%

38.4%

Net Debt / LTM EBITDA

(1)

2.8x

3.0x

2.3x

(1)

Illustrative FIS includes $260m of cost synergies

Strong Financial Outlook

(1)

Refer to Appendix for explanation of non-GAAP measures and reconciliation to GAAP

(2)

MV does not currently pay a dividend

Long-Term Guidance

Organic revenue excluding acquisitions and currency

6% to 9%

Adjusted EBITDA

(1)

9% to 12%

Adjusted net earnings per share

(1)

15% to 20%

Free cash flow

(1)

~Adjusted Net Earnings

Target Debt / EBITDA

< 2.5x

Dividend

$0.20 / share

(2)

Creating an Industry Leader for

Today and Tomorrow

Appendix

Use of Non-GAAP Measures

FIS

Generally Accepted Accounting Principles (GAAP) is the standard framework of guidelines for financial

accounting. It includes the standards, conventions and rules accountants follow in recording and

summarizing transactions, and in the preparation of financial statements. In addition to reporting

financial results in accordance with GAAP, the Company has provided non-GAAP financial measures

which it believes are useful to help investors better understand its financial performance, competitive

position and prospects for the future. These non-GAAP measures include earnings before interest,

taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA and free cash flow. Adjusted

EBITDA excludes the after-tax impact of merger and acquisition and integration expenses, certain stock

compensation charges, debt restructuring and other costs, and gains (losses) on the sale of certain non-

strategic assets. Organic revenue excludes eFunds during the periods being compared. Any non-GAAP

measures should be considered in context with the GAAP financial presentation and should not be

considered in isolation or as a substitute for GAAP net earnings. Further, FIS’s and Metavante’s non-

GAAP measures may be calculated differently from similarly titled measures of other companies.

Further description and reconciliations of these non-GAAP measures to related GAAP measures is

included in the Appendix.

Reconciliation of Non-GAAP Measures

FIS

Note:

The sum of individual amounts may not equal the respective totals due to rounding

(1)

2006 is presented as if the Certegy merger was completed on January 1, 2006 versus February 1, 2006

Adjusted Net Earnings

Year Ended December 31,

($ millions)

2008

2007

2006

(1)

Net Earnings from Continuing Operations

117

251

Certegy Net Earnings, January 2006

(46)

117

251

(30)

M & A and Spin-off Related Costs, net of tax

Covansys Gain, net of tax

(173)

Change in allocation of corporate costs and interest expense

Certegy Trademark Impairment

Net Earnings, excluding other items

194

152

117

After-tax Purchase Price Amortization

Adjusted Net Earnings

288

231

196

Reconciliation of Non-GAAP Measures

FIS

Note:

The sum of individual amounts may not equal the respective totals due to rounding

(1)

2006 is presented as if the Certegy merger was completed on January 1, 2006 versus February 1, 2006

Reconciliation of Net Earnings to Adjusted EBITDA

Year Ended December 31,

($ millions)

2008

2007

2006

(1)

Net Earnings from Continuing Operations

117

251

Certegy Net Earnings, January 2006

(46)

Gain on Sale of Convansys

Stock

(275)

Interest Expense, net

156

172

189

Income Taxes

136

(29)

Depreciation and Amortization

393

374

341

Minority Interest and Equity of Unconsolidated Entities

(3)

(8)

728

656

463

M&A, Restructuring and Integration Costs

133

Corporate Costs Non-Discontinued Operations

LPS Spin-Off Costs

Trademark Impairment

Adjusted EBITDA

828

706

614

Reconciliation of Non-GAAP Measures

FIS

(1)

Reflects the impact of including Certegy results as if the merger occurred on January 1, 2006 versus

February 1, 2006

(2)

Reflects operating cash flows attributable to LPS

(3)

Adjustments to Net Earnings reflect the elimination of the after-tax impact of non-recurring M&A and related

integration costs, costs associated with the LPS spin-off, restructuring costs and the elimination of

corporate costs attributable to LPS

(4)

Adjustments

working

capital

reflect

elimination

settlement

various

acquisition

liabilities

Free Cash Flow

Year Ended December 31,

($ millions)

2008

2007

2006

GAAP Cash Flows from Operating Activities

596

464

495

Adjustments:

Certegy

January

2006

(1)

(35)

Impact

LPS

Spin-Off

(2)

(123)

(265)

(359)

Non-GAAP items

(3)

213

Working

capital

adjustments

(4)

195

Adjusted Cash Flows from Operating Activities

588

441

328

GAAP Capital Expenditures

255

344

300

Plus: Certegy January 2006

Less: Impact of LPS Spin-Off

(25)

(71)

(70)

Adjusted Capital Expenditures

230

273

235

Free Cash Flow

358

168

Use of Non-GAAP Measures

This presentation contains non-GAAP financial measures for Metavante Technologies, Inc. such as “EBITDA”

and “Free Cash Flow ”. These measures should not be considered substitutes for GAAP measures. The

following is a specific discussion of each measure:

EBITDA

Metavante’s management defines “EBITDA” as net income before income taxes, interest expense net of

interest income, depreciation, amortization, non-cash impairment charges and costs related to the separation

from Marshall & Ilsley Corporation in 2007. Metavante’s management believes that “EBITDA” is useful for

evaluating performance against peer companies within its industry and provides investors additional

transparency to financial measures used by management in its financial and operational decision-making. In

addition, Metavante utilizes EBITDA in its evaluation and determination of the price of potential acquisition

candidates, to explain trends in operating performance and believes it provides useful information about its

ability to incur and service indebtedness. Also, EBITDA is included in the financial covenants applicable to

Metavante’s credit facilities. In addition to the items noted above, EBITDA, as defined in the financial covenant

in Metavante’s credit facility, also excludes certain non-cash charges, such as stock option expense.

Metavante’s definition of EBITDA may be different from definitions used by other companies.

Metavante’s management defines “free cash flow” as cash flows provided by operating activities less capital

expenditures. Metavante’s management believes that free cash flow provides useful information to investors

regarding Metavante’s ability to generate cash from business operations that is available for acquisitions and

other investments, and debt service. This definition may be different from definitions used by other companies.

Free

Cash

Flow

Reconciliation of Non-GAAP Measures

Note:

The sum of individual amounts may not equal the respective totals due to rounding

2008

2007

2006

Reconciliation

Net

Income

EBITDA

Net income

147

160

Interest expense, net

104

Income taxes

Depreciation and amortization

147

154

144

482

315

414

Transaction-related costs

Impairment charges

130

EBITDA

482

469

414

Reconciliation

Cash

Provided

Operating

Activities

Free

Cash

Flow:

Cash provided by operating activities

303

345

292

Capital expenditures

(138)

(143)

(109)

Free cash flow

165

202

183

($ millions)

Year Ended December 31,