The First American Corporation Announces Intention to Commence Exchange Offer for Publicly Held Shares of First Advantage Corporation
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The First American Corporation Announces Intention to Commence Exchange Offer
for Publicly Held Shares of First Advantage Corporation
- Exchange Ratio of 0.58 First American Shares for Each Share of First
Advantage -
SANTA ANA, Calif., Oct. 8 /PRNewswire-FirstCall/ -- The First American
Corporation (NYSE: FAF), America's largest provider of business information,
today announced that it intends to commence an exchange offer for all publicly
held shares of the common stock of its subsidiary, First Advantage Corporation
(Nasdaq: FADV). First American currently owns indirectly or controls
approximately 80 percent of First Advantage's common stock.
Under the proposed terms of the exchange offer, First Advantage's stockholders
would receive 0.58 of a First American common share for each share of First
Advantage common stock tendered in the exchange offer and accepted for
purchase by First American. Based on First American's closing stock price on
Oct. 7, 2009, the exchange ratio represents an offer price of $18.86 per share
and a 48 percent premium to First Advantage's closing stock price on June 26,
2009, the last trading day prior to the announcement by First American of its
intention to acquire First Advantage.
"I am pleased to announce the commencement of our exchange offer to First
Advantage stockholders," stated Parker S. Kennedy, chairman and chief
executive officer of The First American Corporation. "This transaction
complements our ongoing efforts to enhance the flexibility and reduce the
complexity of our organization in anticipation of the separation of our
Information Solutions and Financial Services businesses."
Among other conditions, the exchange offer will be subject to a nonwaivable
condition that the exchange offer be accepted by a majority of the outstanding
shares of First Advantage common stock held by the public (excluding shares
held by First American and its affiliates; directors and officers of First
American and First Advantage; and Experian Information Solutions, Inc., a
partner in a joint venture through which First American owns a portion of its
First Advantage shares) and a further waivable condition that upon
consummation of the exchange offer First American will own or control at least
90 percent of each class of outstanding First Advantage shares (after giving
effect to the conversion of the Class B shares into Class A shares on a
one-for-one basis). The complete terms and conditions of First American's
exchange offer will be set forth in a prospectus expected to be filed in the
near future with the Securities and Exchange Commission (the "SEC") and mailed
to First Advantage stockholders. If the exchange offer is successfully
consummated, First American intends to acquire any remaining shares at the
same exchange ratio through a short-form merger.
First Advantage has informed First American that a special committee of its
board of directors consisting of directors unaffiliated with First American,
has determined that it will recommend, on behalf of First Advantage's board,
that First Advantage stockholders tender their shares in the exchange offer at
the exchange ratio.
About First American
The First American Corporation (NYSE: FAF) is a FORTUNE 500® 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.
Important Information About the Proposed Exchange Offer
The proposed exchange offer described in this press release has not yet
commenced. The description contained in this press release is for
informational purposes only and is not an offer to buy or the solicitation of
an offer to sell securities. If and when the proposed exchange offer is
commenced, First American will file a Registration Statement on Form S-4 and a
tender offer statement on Schedule TO with the SEC. First Advantage
stockholders should read the prospectus filed by First American, if and when
it becomes available, and any other filings made by First American with the
SEC in connection with the proposed exchange offer, as they will contain
important information. The prospectus and Schedule TO, if and when filed, as
well as First American's other public SEC filings, can be obtained at
www.firstam.com Public filings for First American can be obtained without
charge at the SEC's Web site at www.sec.gov.
Forward-Looking Statements
Certain statements made in this press release, including but not limited to
those related to the commencement of the proposed offer to exchange First
American common shares for shares of common stock of First Advantage
Corporation and the timing of the mailing and filing of the prospectus related
thereto; the exchange ratio and other terms and conditions of the exchange
offer and the acquisition of remaining shares through a short-form merger;
First American's ongoing efforts to enhance the flexibility and reduce the
complexity of its organization in anticipation of the proposed separation of
First American's Information Solutions and Financial Services businesses; and
the recommendation by a special committee of First Advantage's board of
directors, on behalf of First Advantage's board, that First Advantage
stockholders tender their shares in the exchange offer at the exchange ratio,
are forward-looking statements. 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 exchange offer or the subsequent
merger; 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 reports on Form 10-Q for the
quarters ended March 31, 2009, and June 30, 2009, in each case as filed with
the SEC. The forward-looking statements speak only as of the date they are
made. Except as required by law, 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: Investor Contact:
Carrie Gaska Mark Seaton
Corporate Communications Investor Relations
The First American Corporation The First American Corporation
(714) 250-3298 cgaska@firstam.com (714) 250-4264 mseaton@firstam.com
SOURCE The First American Corporation
media, Carrie Gaska, Corporate Communications, +1-714-250-3298,
cgaska@firstam.com, or investors, Mark Seaton, Investor Relations,
+1-714-250-4264, mseaton@firstam.com, both of The First American Corporation
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