The First American Corporation Announces Offer to Acquire First Advantage Corporation
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The First American Corporation Announces Offer to Acquire First Advantage
Corporation
--Transaction to Enhance Financial Flexibility and Operational Efficiency--
SANTA ANA, Calif., June 29 /PRNewswire-FirstCall/ -- The First American
Corporation (NYSE: FAF), America's largest provider of business information,
today announced that it has made an offer to acquire the issued and
outstanding common stock of its publicly traded subsidiary, First Advantage
Corporation (Nasdaq: FADV).
Under the terms of the offer, First Advantage's shareholders would receive, at
a fixed exchange ratio, 0.5375 of a share of First American common stock for
each share of First Advantage common stock. The proposed exchange ratio
represents an offer price of $14.04 per share and a 10.2 percent premium to
First Advantage's stock price, based on First American's and First Advantage's
closing stock prices on Friday, June 26, 2009.
"Acquiring the minority interest in First Advantage will enhance our financial
flexibility, reduce organizational complexity and provide greater overall
operational efficiency," stated Parker S. Kennedy, chairman and chief
executive officer of The First American Corporation. "We believe this
transaction will boost the financial strength of First American as we continue
to prepare for the separation of our Information Solutions and Financial
Services businesses."
First American indirectly owns approximately 74 percent of First Advantage's
common stock. First American's offer, which is expected to be accretive to
earnings in 2010, is subject to customary conditions, including the execution
of a definitive agreement and the receipt of necessary approvals.
About First American
The First American Corporation (NYSE: FAF) is a FORTUNE 500(R) company that
traces its history to 1889. With total revenues of approximately $6.2 billion
in 2008, it is America's largest provider of business information. First
American combines advanced analytics with its vast data resources to supply
businesses and consumers with valuable information products to support the
major economic events of people's lives, such as getting a job, renting an
apartment, buying a car or house, securing a mortgage and opening or buying a
business. The First American Family of Companies, many of which command
leading market share positions in their respective industries, operate within
five primary business segments, including: Title Insurance and Services,
Specialty Insurance, Information and Outsourcing Solutions, Data and Analytic
Solutions, and Risk Mitigation and Business Solutions. More information about
the company and an archive of its press releases can be found at
www.firstam.com.
Additional Information
The company intends to file a Registration Statement on Form S-4 and may file
other documents with the Securities and Exchange Commission (SEC) in
connection with the proposed transaction. First Advantage stockholders should
read those filings, and any other filings made by the company with the SEC in
connection with the transaction, as they will contain important information.
These documents, once filed, as well as the company's other public SEC
filings, can be obtained without charge at the SEC's Web site at www.sec.gov
and at the company's Web site at www.firstam.com.
Forward-Looking Statements
Certain statements made in this press release, including but not limited to
those related to the effect of the acquisition of the common stock of First
Advantage by the company (the "Transaction") on the financial flexibility,
organizational complexity, operational efficiency and earnings of the company,
are forward-looking statements within the meaning of 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 may contain the
words "believe," "anticipate," "expect," "plan," "predict," "estimate,"
"project," "will be," "will continue," "will likely result," or other similar
words and phrases. Risks and uncertainties exist that may cause results to
differ materially from those set forth in these forward-looking statements.
Factors that could cause the anticipated results to differ from those
described in the forward-looking statements, include: the inability to satisfy
the conditions to the consummation of the Transaction, including obtaining any
necessary approvals; failure to realize or delay in the realization of the
expected cost savings and other synergies from the Transaction; operational
disruption during the pendency of the Transaction; and other factors described
on page 3 of the company's annual report on Form 10-K for the year ended Dec.
31, 2008 filed March 2, 2009 and in Part I, Item 1A of such annual report, as
updated in Part II, Item 1A of the company's quarterly report on Form 10-Q for
the quarter ended March 31, 2009, in each case as filed with the Securities
and Exchange Commission. The forward-looking statements speak only as of the
date they are made. The company does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the
forward-looking statements are made.
Media Contact:
Carrie Gaska
Corporate Communications
The First American Corporation
(714) 250-3298 - cgaska@firstam.com
Investor Contact:
Mark Seaton
Investor Relations
The First American Corporation
(714) 250-4264 - mseaton@firstam.com
SOURCE The First American Corporation
Media, Carrie Gaska, Corporate Communications, +1-714-250-3298,
cgaska@firstam.com, Investors, Mark Seaton, Investor Relations,
+1-714-250-4264, mseaton@firstam.com, both of The First American Corporation
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