JACKSONVILLE, Fla.,
Nov. 7, 2017 /PRNewswire/ -- FNFV
Group (NYSE: FNFV) announced today that Fidelity National
Financial, Inc. ("FNF") intends to complete the proposed split-off
(the "Split-Off") of Cannae Holdings, Inc., a wholly owned
subsidiary of FNF ("Cannae"), through the redemption (the
"Redemption") of shares of all of its outstanding FNFV Group
tracking stock in exchange for shares of Cannae at 5:00 p.m., Eastern time, on November 17, 2017 (such date and time, the
"Redemption Date"), subject to the satisfaction or waiver (as
applicable) of the conditions to the Split-Off (including, but not
limited to, the receipt of approval of the holders of FNFV Group
tracking stock). Prior to the Redemption, FNF will contribute to
Cannae certain of the businesses, assets and liabilities attributed
to FNF's FNFV Group tracking stock (including any liabilities
relating to the FNFV Group's businesses that were incurred prior to
the Split-Off). Following the completion of the Split-Off,
Cannae will primarily consist of the FNFV Group's business and
investments, including Ceridian Holdings, LLC, American Blue Ribbon
Holdings, LLC and T-System Holding LLC.
On the Redemption Date, FNF will redeem each outstanding share
of FNFV Group tracking stock for one share of Cannae common stock.
For instructions as to how to surrender shares of FNFV Group
tracking stock for redemption in the Split-Off, please see
"Information Regarding the Surrender and Redemption of FNFV Group
Shares in the Split-Off" below. It is anticipated that Cannae will
begin trading on the New York Stock Exchange on Monday, November 20, 2017.
The Split-Off is described in more detail in FNF's proxy
statement (the "Proxy Statement"). The Proxy Statement was mailed
to holders of record of FNFV Group tracking stock as of
5:00 p.m., Eastern time, on
October 6, 2017, which was the record
date for the Special Meeting. You may access the Proxy Statement on
the investor relations page of FNF's website (www.fnf.com), or you
may contact Georgeson at 1-888-680-1529 to receive a copy of the
Proxy Statement.
Additional information relating to the Split-Off, including any
applicable information regarding the trading of FNF's FNF Group and
FNFV Group tracking stock and Cannae common stock, will be
announced once available.
Information Regarding the Surrender and Redemption of FNFV
Group Shares in the Split-Off
Holders of certificated shares of FNF's FNFV Group tracking
stock will receive a letter of transmittal from Continental Stock
Transfer & Trust Company, Inc., the exchange agent
("Continental"), with instructions on how to surrender such
holder's shares that are subject to redemption for shares of
Cannae's common stock. A holder must surrender its stock
certificates, together with a completed and duly executed letter of
transmittal (and any other documentation required thereby) to
Continental as instructed in the letter of transmittal in order to
receive their Cannae shares. A holder that properly surrenders its
certificates will receive shares of Cannae common stock in
book-entry form. Holders are asked not to send their stock
certificates to Continental until they have received a letter of
transmittal, and are asked not to send their stock certificates to
Continental without a duly executed letter of transmittal.
Holders of shares of FNF's FNFV Group tracking stock in
book-entry form will not need to take any action to receive shares
of Cannae's common stock in the Split-Off. Rather, a holder's
account will be debited and promptly thereafter credited with the
applicable shares deliverable to such holder in connection with the
Split-Off. No letter of transmittal will be delivered for shares of
FNF's FNFV Group tracking stock held in book-entry form.
About Fidelity National Financial, Inc.
Fidelity National Financial, Inc. is organized into two groups,
FNF Group (NYSE: FNF) and FNFV Group (NYSE: FNFV). FNF is a
leading provider of title insurance and transaction services to the
real estate and mortgage industries. FNF is the nation's
largest title insurance company through its title insurance
underwriters - Fidelity National Title, Chicago Title, Commonwealth
Land Title, Alamo Title and National Title of New York - that collectively issue more title
insurance policies than any other title company in the United
States. FNFV holds majority and minority equity investment
stakes in a number of entities, including American Blue Ribbon
Holdings, LLC, Ceridian HCM, Inc. and Del
Frisco's Restaurant Group, Inc. More information about
FNF and FNFV can be found at www.fnf.com.
Forward- Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements regarding our
expectations, hopes, intentions or strategies regarding the future
are forward-looking statements. Forward-looking statements are
based on 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 financial and
operating results and are not statements of fact, actual results
may differ materially from those projected. We undertake 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: our ability to successfully
achieve the conditions to and consummate the plan to redeem and
exchange the FNFV tracking stock with the result being an
independent, publicly-traded FNFV common stock; changes in general
economic, business and political conditions, including changes in
the financial markets; weakness or 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; our potential inability to find
suitable acquisition candidates, acquisitions in lines of business
that will not necessarily be limited to our traditional areas of
focus, or difficulties in integrating acquisitions; our dependence
on distributions from our title insurance underwriters as a main
source of cash flow; significant competition that our operating
subsidiaries face; compliance with extensive government regulation
of our operating subsidiaries; and other risks detailed in the
"Statement Regarding Forward-Looking Information," "Risk Factors"
and other sections of the Company's Form 10-K and other filings
with the Securities and Exchange Commission ("SEC").
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Investors and security holders will be able to obtain
these materials (when they are available) and other documents filed
with the SEC free of charge from
the SEC's website, www.sec.gov. In connection with
the proposed transactions, Cannae filed with the SEC on
May 11, 2017 a preliminary
registration statement on Form S-4, as amended by Amendment No. 1
on June 22, 2017, as amended by
Amendment No. 2 on July 24, 2017, as
amended by Amendment No. 3 on August 22,
2017, as amended by Amendment No. 4 on September 6, 2017, as amended by Amendment No. 5
on September 20, 2017, as amended by
Amendment No. 6 on October 2, 2017
and as amended by Amendment No. 7 on October
18, 2017 (as so amended, the "Registration Statement"),
which the SEC declared effective on October
19, 2017. The Registration Statement included a prospectus
and a proxy statement which will be sent to FNF's FNFV Group
shareholders in connection with their votes required in connection
with the transaction following the Registration Statement having
been declared effective by the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/PROSPECTUS AND
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION.
Investors and security holders may obtain these documents and
other documents filed with the SEC free of charge from FNF by
directing a written request to Fidelity National Financial,
Inc., 601 Riverside Avenue, Jacksonville,
Florida 32204, Attention: Investor Relations, Telephone:
904-854-8100.
Participants in a Solicitation
The directors and executive officers of FNF and other persons
may be deemed to be participants in the solicitation of proxies in
respect of proposals to approve the transaction. Information
regarding the directors and executive officers of FNF is available
in its definitive proxy statement, which was filed with
the SEC on April 26, 2017, and as amended or
supplemented by the information contained in the supplement to the
proxy statement, filed with the SEC on June
2, 2017. Free copies of this document may be obtained
as described in the preceding paragraph.
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SOURCE Fidelity National Financial, Inc.