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Stewart Announces Agreement to be Acquired by Fidelity National Financial
Combination Creates Opportunity for Stewart to Grow its Brand and Continue its Legacy of Customer-Focused Service HOUSTON--Stewart Information Services Corporation today announced that it has entered into a definitive agreement to be acquired by Fidelity National Financial, Inc., a leading provider of title insurance and transaction services to the real estate and mortgage industries. Under the terms of the agreement which has been unanimously approved by Stewart's Board of Directors following a comprehensive review of strategic alternatives, Stewart shareholders will receive $25.00 in cash and 0.6425 common shares of Fidelity for each share of Stewart common stock they hold at closing, subject to the adjustment and election mechanisms described below. "Last year, our Board initiated a review of strategic alternatives for the company, and after an extensive process, we determined that capitalizing on the Fidelity platform will best enable us to support the Stewart brand and continue providing the service our customers have come to expect," said Thomas G. Apel, Stewart's Chairman of the Board. "Combining with Fidelity National Financial will create a strong portfolio of customers and business relationships, and will provide us with the ability to grow the Stewart brand." "I am extremely proud of Stewart's legacy of high-quality underwriting and customer-focused service delivered by our loyal associates," said Matt Morris, Stewart CEO. "This transaction with Fidelity is an opportunity to continue building on this legacy, enhance innovation and create a more robust company for the future." "Stewart is one of the most respected names in the title insurance industry, with over 125 years of providing superior customer service," said William P. Foley, II, Fidelity Chairman. "We know business is won and lost based on customer service and relationships, and it is important to us to not only maintain, but provide additional support to grow the Stewart brand and reach more customers. Through this transaction, Stewart will bring its experience, knowledge, and customer relationships to the Fidelity family of companies in our continued mission to be the industry leader in underwriting, customer service and operational expertise." Based on Fidelity's closing stock price on March 16, 2018, the merger consideration represents total value per Stewart share of $50.20, a 23% premium to Stewart's closing stock price on March 16, 2018 and a 32% premium to Stewart's closing stock price on November 3, 2017, the trading day prior to Stewart's announcement that it would undertake a review of strategic alternatives. Under the terms of the definitive agreement, the following mechanics apply to the merger consideration: Adjustment mechanism. If the combined company is required to divest assets or businesses exceeding $75 million in order to procure required regulatory approvals up to a cap of $225 million of divested revenues, the purchase price will be adjusted down from $50.20 (based on $25.00 in cash and 0.6425 common shares of Fidelity stock) on a pro-rata basis relative to the actual amount of revenues required to be divested between $75 and $225 million to a minimum purchase price of $45.50 per share of common stock (with the decrease split on a 50/50 basis between the cash and stock portions of the merger consideration based on the value of the stock component at signing). Election mechanism. As an alternative to the default mixed transaction consideration described above, each Stewart shareholder will have the ability to instead receive either $50.00 in cash or 1.285 common shares of Fidelity for each Stewart share held, subject to a customary pro ration mechanism to the extent that either the cash or the stock portion of the merger consideration is over-subscribed. The proposed transaction is subject to approval by Stewart's shareholders and regulatory authorities and the satisfaction of customary closing conditions. The company will be closely working with regulators to obtain the necessary approvals as soon as possible, and the transaction is expected to close by the first or second quarter of 2019. If the deal is not completed for failure to obtain the required regulatory approvals, Fidelity is required to pay a reverse break-up fee of $50 million to Stewart. Citi acted as financial advisor to Stewart and Davis Polk & Wardwell LLP acted as Stewart's legal advisor. About Stewart Stewart Information Services Corporation (NYSE:STC) is a global real estate services company, offering products and services through our direct operations, network of Stewart Trusted Providers™ and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, we offer the comprehensive service, deep expertise and solutions our customers need for any real estate transaction. At Stewart, we believe in building strong relationships – and these partnerships are the cornerstone of every closing, every transaction and every deal. Stewart. Real partners. Real possibilities.™ More information is available at the company's website at stewart.com. About Fidelity National Financial Fidelity National Financial, Inc. (NYSE: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. More information about FNF can be found at www.fnf.com.