Sedgwick CMS and Fidelity National Financial Announce Acquisition of CompManagement
June 13 2006 - 9:00AM
PR Newswire (US)
MEMPHIS, Tenn., and JACKSONVILLE, Fla., June 13
/PRNewswire-FirstCall/ -- Sedgwick CMS Holdings, Inc., the parent
company of Sedgwick Claims Management Services, Inc. (Sedgwick
CMS), the leading provider of innovative claims and productivity
management solutions, has signed a definitive agreement to acquire
CompManagement, Inc. (CMI) and its affiliated companies through a
merger of a subsidiary of Sedgwick CMS Holdings with CMI's parent
company, Security Capital Corporation (AMEX:SCC), for a cash
purchase price of approximately $191.5 million. Today's
announcement comes jointly from Sedgwick CMS and from Fidelity
National Financial, Inc. (NYSE:FNF), a principal equity holder of
Sedgwick CMS Holdings, Inc. along with Thomas H. Lee Partners, L.P.
and Evercore Capital Partners. CMI and its affiliates provide
third-party claims administration (TPA) and a variety of related
claims, risk and benefits consulting services to clients
nationwide. Combined 2005 revenue was $145 million. The CMI group
of companies includes: -- CompManagement, Inc., a full-service TPA
delivering integrated workers' compensation, disability and other
employee absence claims administration and managed care services to
large and small employers including employer trade association
programs. -- Octagon Risk Services, Inc., a large account-oriented
TPA specializing in workers' compensation, medical professional
liability, general liability and employment practices liability
claims administration and related consulting services. --
CompManagement Health Systems, Inc., a State of Ohio-certified
managed care organization (MCO). -- CMI Octagon, Inc. (formerly
CompManagement of Virginia, Inc.), a provider of workers'
compensation and general liability claims services principally in
the mid-Atlantic states. -- Caronia Corporation, a national
provider of professional liability claims and risk management
services to healthcare providers. -- CMI Barron Risk Management
Services, Inc., a provider of workers' compensation and other
claims management services principally in the Southwest. -- RHS
Solutions, a provider of risk, health and safety management
consulting and educational services to small and mid-sized
businesses. -- Integrated Claims Strategies (ICS), a full-service
claims adjusting service operating in the Southeastern United
States. "This acquisition brings a robust and diverse array of
specialized capabilities to Sedgwick CMS," said Sedgwick CMS
President and CEO David A. North. "Some we will integrate into our
service offerings for current clients. Others will take us into new
businesses such as services for managed care organizations (MCO
services) and medical malpractice claims administration, or
materially increase our presence in important markets such as
association programs and regional employers. "We are very pleased
to welcome the 1350 people of the CMI group to Sedgwick CMS. We
look forward to working with their talented management team in
implementing plans to deliver additional benefits to clients,
career opportunities to our new colleagues, and returns to our
shareholders," North concluded. "The CMI family of companies is a
great addition to the Sedgwick CMS platform," said William P.
Foley, FNF Chairman and CEO. "CMI not only provides a significant
incremental revenue stream, but it also broadens the product
offering that Sedgwick CMS can offer to its current and future
customers." The final purchase price is subject to certain
adjustments. The closing is subject to regulatory approvals and
other customary conditions and is expected to occur late in the
third quarter or early in the fourth quarter of 2006. Additional
information about the acquisition and merger and where to find it:
In connection with the proposed acquisition of Security Capital
Corporation through a merger with a wholly-owned subsidiary of
Sedgwick CMS Holdings, Security Capital Corporation intends to file
relevant materials with the Securities and Exchange Commission
("SEC"), including a proxy statement. INVESTORS AND SECURITY
HOLDERS OF SECURITY CAPITAL CORPORATION ARE URGED TO READ THESE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SECURITY CAPITAL CORPORATION, SEDGWICK
CMS HOLDINGS AND THE ACQUISITION. The proxy statement and other
relevant materials (when they become available) and any other
documents filed by SCC with the SEC may be obtained free of charge
at the SEC's website at http://www.sec.gov/. Investors and security
holders are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the merger. Sedgwick
Claims Management Services, Inc. is the leading provider of
innovative claims and productivity management solutions. Sedgwick
CMS delivers cost-effective claims administration, managed care,
program management and related services to major employers through
the expertise of 4,500 colleagues in more than eighty offices in
the U.S. and Canada. The company specializes in workers'
compensation; disability, FMLA and other employee absence; and
general, automobile and professional liability claims services.
Sedgwick CMS designs and implements customized programs based on
proven practices that meet client needs. For more see
http://www.sedgwickcms.com/. Fidelity National Financial, Inc.
(NYSE:FNF), number 248 on the Fortune 500, is a provider of
outsourced products and services to a variety of industries.
Through its majority-owned, publicly-traded subsidiary, Fidelity
National Title Group, Inc. (NYSE:FNT), FNF is the nation's largest
title insurance company, with nearly 31 percent national market
share. Through its majority-owned, publicly-traded subsidiary,
Fidelity National Information Services, Inc. (NYSE:FIS), FNF
provides an industry leading suite of data processing, payment and
risk management services to financial institutions and retailers.
Through its wholly-owned subsidiaries, FNF is also a leading
provider of specialty insurance products, including flood
insurance, homeowners insurance and home warranty insurance.
Through its minority-owned subsidiary, Sedgwick CMS, FNF is a
leading provider of outsourced insurance claims management services
to large corporate and public sector entities. More information
about the FNF family of companies can be found at
http://www.fnf.com/, http://www.fntg.com/ and
http://www.fidelityinfoservices.com/ and
http://www.sedgwickcms.com/. This press release contains
forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including
statements about FNF's beliefs and expectations, are
forward-looking statements. Forward-looking statements are based on
FNF management's beliefs, as well as assumptions made by, and
information currently available to, management. Because such
statements are based on expectations as to future economic
performance and are not statements of fact, actual results may
differ materially from those projected. FNF undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. The risks
and uncertainties which forward-looking statements are subject to
include, but are not limited to: changes in general economic,
business and political conditions, including changes in the
financial markets; adverse changes in the level of real estate
activity, which may be caused by, among other things, high or
increasing interest rates, a limited supply of mortgage funding or
a weak U. S. economy; FNF's potential inability to find suitable
acquisition candidates, acquisitions in lines of business that will
not necessarily be limited to its traditional areas of focus, or
difficulties in integrating acquisitions; FNF's dependence on
operating subsidiaries as a source of cash flow; significant
competition that FNF's operating subsidiaries face; compliance with
extensive government regulation of FNF's operating subsidiaries;
and other risks detailed in the "Statement Regarding
Forward-Looking Information," "Risk Factors" and other sections of
FNF's Form 10-K and other filings with the Securities and Exchange
Commission. Contacts: Sedgwick CMS - Frank J. Huffman, Senior Vice
President, Corporate Communications, (901) 415-7548, ; FNF - Daniel
Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, 904-854-8120, DATASOURCE: Sedgwick Claims Management
Services; Fidelity National Financial CONTACT: Sedgwick CMS - Frank
J. Huffman, Senior Vice President, Corporate Communications,
+1-901-415-7548, or ; FNF - Daniel Kennedy Murphy, Senior Vice
President, Finance and Investor Relations, +1-904-854-8120, or Web
site: http://www.sedgwickcms.com/ http://www.fnf.com/
http://www.fntg.com/ http://www.fidelityinfoservices.com/
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