The First American Corporation Announces Offer to Acquire First Advantage Corporation
29 Juni 2009 - 2:30PM
PR Newswire (US)
--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 http://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
http://www.sec.gov/ and at the company's Web site at
http://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 - Investor Contact: Mark Seaton Investor Relations The
First American Corporation (714) 250-4264 - DATASOURCE: The First
American Corporation CONTACT: Media, Carrie Gaska, Corporate
Communications, +1-714-250-3298, , Investors, Mark Seaton, Investor
Relations, +1-714-250-4264, , both of The First American
Corporation Web Site: http://www.firstam.com/
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