Fidelity National Information Services, FIS™, (NYSE: FIS), a global leader in financial
services technology, today announced the commencement of 14
separate offers (the “Offers”) to purchase for cash up to
$2,250,000,000 aggregate principal amount of its outstanding senior
notes of the series listed in the table below (collectively, the
“Notes”). Subject to the Maximum Purchase Condition (as defined
below), the series of Notes that are purchased in the Offers will
be based on the acceptance priority levels (each, an “Acceptance
Priority Level”) set forth in the table below. If a given series of
Notes is accepted for purchase pursuant to the Offers, all Notes of
that series that are validly tendered will be accepted for
purchase. No series of Notes will be subject to proration pursuant
to the Offers.
The Offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated February 27, 2024 relating
to the Notes (the “Offer to Purchase”) and the accompanying notice
of guaranteed delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Tender Offer Documents”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
Acceptance Priority Level(1
)
Title of Security
CUSIP/ISIN
Par Call Date(2 )
Maturity Date
Principal Amount
Outstanding
Interpolated
Rate
Reference
Security(3)
Bloomberg Reference
Page
Fixed Spread(3)
1
3.360% Senior Notes due 2031
31620MBH8/ XS1843435683
02/21/2031
05/21/2031
£625,000,000
N/A
UKT 0.250% due July 31, 2031
FIT GLT0-10
+65 bps
2
2.250% Senior Notes due 2029
31620MBN5/ XS2085657299
09/03/2029
12/03/2029
£300,000,000
N/A
UKT 0.875% due October 22,
2029
FIT GLT0-10
+45 bps
3
3.750% Senior Notes due 2029
31620MBJ4/ US31620MBJ45
02/21/2029
05/21/2029
$603,972,000
N/A
UST 4.000% due January 31,
2029
PX1
+35 bps
4
2.250% Senior Notes due 2031
31620MBT2/ US31620MBT27
12/01/2030
03/01/2031
$1,250,000,000
N/A
UST 4.000% due February 15,
2034
PX1
+70 bps
5
4.500% Senior Notes due 2025
31620MBV7/ US31620MBV72
N/A
07/15/2025
$750,000,000
N/A
UST 3.000% due July 15, 2025
PX3
+25 bps
6
4.700% Senior Notes due 2027
31620MBW5/ US31620MBW55
06/15/2027
07/15/2027
$500,000,000
N/A
UST 4.125% due February 15,
2027
PX1
+45 bps
7
5.625% Senior Notes due 2052
31620MBZ8/ US31620MBZ86
01/15/2052
07/15/2052
$500,000,000
N/A
UST 4.750% due November 15,
2053
PX1
+110 bps
8
4.750% Senior Notes due 2048
31620MAZ9/ US31620MAZ95
11/15/2047
05/15/2048
$252,079,000
N/A
UST 4.750% due November 15,
2053
PX1
+140 bps
9
4.500% Senior Notes due 2046
31620MAU0/ US31620MAU09
02/15/2046
08/15/2046
$324,021,000
N/A
UST 4.500% due February 15,
2044
PX1
+125 bps
10
2.950% Senior Notes due 2039
31620MBF2/ XS1843436145
02/21/2039
05/21/2039
€500,000,000
May 2039 Interpolated Rate
N/A
IRSB EU (Pricing Source: BGN)
+80 bps
11
5.100% Senior Notes due 2032
31620MBY1/ US31620MBY12
04/15/2032
07/15/2032
$750,000,000
N/A
UST 4.000% due February 15,
2034
PX1
+70 bps
12
4.250% Senior Notes due 2028
31620MAY2/ US31620MAY21
02/15/2028
05/15/2028
$229,070,000
N/A
UST 4.000% due January 31,
2029
PX1
+95 bps
13
3.100% Senior Notes due 2041
31620MBU9/ US31620MBU99
09/01/2040
03/01/2041
$750,000,000
N/A
UST 4.500% due February 15,
2044
PX1
+105 bps
14
2.000% Senior Notes due 2030
31620MBE5/ XS1843435923
02/21/2030
05/21/2030
€1,000,000,000
May 2030 Interpolated Rate
N/A
IRSB EU (Pricing Source: BGN)
+80 bps
(1)
Subject to the satisfaction or
waiver of the conditions of the Offers described in the Offer to
Purchase, if the Maximum Purchase Condition (as defined below) is
not satisfied with respect to every series of Notes, FIS will
accept Notes for purchase in the order of their respective
Acceptance Priority Level specified in the table above (with 1
being the highest Acceptance Priority Level and 14 being the lowest
Acceptance Priority Level). It is possible that a series of Notes
with a particular Acceptance Priority Level will not be accepted
for purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.
(2)
For each series of Notes in
respect of which a par call date is indicated, the calculation of
the applicable Total Consideration (as defined below) will be
performed taking into account such par call date.
(3)
The Total Consideration for each
series of Notes (such consideration, the “Total Consideration”)
payable per each $1,000, €1,000 or £1,000 principal amount, as
applicable, of such series of Notes validly tendered for purchase
will be based on the applicable Fixed Spread specified in the table
above for such series of Notes, plus the applicable yield (i) in
the case of the 2.950% Senior Notes due 2039 and 2.000% Senior
Notes due 2030, corresponding to the May 2039 Interpolated Rate and
May 2030 Interpolated Rate (each as defined below), respectively,
or (ii) in the case of each other series of Notes, based on the
bid-side price of the applicable U.S. Treasury reference security
or the mid-market price of the U.K. government bond reference
security, as applicable, as specified in the table above, as quoted
on the applicable Bloomberg Reference Page as of 10:00 a.m.
(Eastern time) on March 4, 2024, unless extended with respect to
the applicable Offer (such date and time with respect to an Offer,
as the same may be extended with respect to such Offer, the “Price
Determination Date”). The Total Consideration does not include the
applicable Accrued Coupon Payment (as defined below), which will be
payable in cash in addition to the applicable Total
Consideration.
The May 2039 Interpolated Rate
means in the case of 2.950% Senior Notes due 2039, the rate,
expressed as a percentage and rounded to the nearest 0.001% (with
0.0005 being rounded upwards), as determined by the dealer managers
at the Price Determination Date, calculated by means of linear
interpolation of the 15 Year Mid-Swap Rate and the 16 Year Mid-
Swap Rate as follows: by (a) subtracting the 15 Year Mid-Swap Rate
from the 16 Year Mid-Swap Rate and multiplying the result of such
subtraction by the May 2039 Weight (and rounding the result of such
multiplication to the nearest 0.001%), and (b) adding the 15 Year
Mid-Swap Rate to the final result of (a); where “May 2039 Weight”
means the amount, expressed as a fraction, calculated by dividing
the actual number of days from (and including) the date falling
exactly 15 years after the Initial Settlement Date to (but
excluding) the applicable maturity date for the 2.950% Senior Notes
due 2039 as described in the table above by 366. The 15 Year
Mid-Swap Rate and the 16 Year Mid-Swap Rate will be such rates as
quoted on the applicable Bloomberg page referenced in the table
above at the applicable time on the Price Determination Date.
The May 2030 Interpolated Rate
means in the case of 2.000% Senior Notes due 2030, the rate,
expressed as a percentage and rounded to the nearest 0.001% (with
0.0005 being rounded upwards), as determined by the dealer managers
at the Price Determination Date, calculated by means of linear
interpolation of the 6 Year Mid-Swap Rate and the 7 Year Mid- Swap
Rate as follows: by (a) subtracting the 6 Year Mid-Swap Rate from
the 7 Year Mid-Swap Rate and multiplying the result of such
subtraction by the May 2030 Weight (and rounding the result of such
multiplication to the nearest 0.001%), and (b) adding the 6 Year
Mid-Swap Rate to the final result of (a); where “May 2030 Weight”
means the amount, expressed as a fraction, calculated by dividing
the actual number of days from (and including) the date falling
exactly 6 years after the Initial Settlement Date to (but
excluding) the applicable maturity date for the 2.000% Senior Notes
due 2030 as described in the table above by 365. The 6 Year
Mid-Swap Rate and the 7 Year Mid-Swap Rate will be such rates as
quoted on the applicable Bloomberg page referenced in the table
above at the applicable time on the Price Determination Date.
The Notes denominated in U.S. dollars are referred to in this
press release as “Dollar Notes,” the Notes denominated in Euros are
referred to as “Euro Notes” and the Notes denominated in Pounds
Sterling are referred to as “Sterling Notes.” The Offers will
expire at 5:00 p.m. (Eastern time) on March 4, 2024, unless
extended or earlier terminated (such date and time with respect to
an Offer, as the same may be extended with respect to such Offer,
the “Expiration Date”). Notes may be validly withdrawn at any time
at or prior to 5:00 p.m. (Eastern time) on March 4, 2024, unless
extended with respect to any Offer.
For Holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the deadline to validly tender Notes using
the Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) will be the second business day after the Expiration Date
and is expected to be 5:00 p.m. (Eastern time) on March 6, 2024,
unless extended with respect to any Offer (the “Guaranteed Delivery
Date”).
The Initial Settlement Date will be the third business day after
the Expiration Date and is expected to be March 7, 2024. The
Guaranteed Delivery Settlement Date will be the second business day
after the Guaranteed Delivery Date and is expected to be March 8,
2024. Each of the Initial Settlement Date and the Guaranteed
Delivery Settlement Date is herein referred to as a “Settlement
Date.”
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders whose Notes are accepted for purchase in
the Offers will receive the applicable Total Consideration for each
$1,000, €1,000 or £1,000 principal amount, as applicable, of such
Notes in cash on the applicable Settlement Date. Promptly after
10:00 a.m. (Eastern time) on March 4, 2024, the Price Determination
Date, unless extended with respect to any Offer, FIS will issue a
press release specifying, among other things, the Total
Consideration for each series of Notes validly tendered and
accepted.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase will receive a cash payment equal
to the accrued and unpaid interest on such Notes from and including
the immediately preceding interest payment date for such Notes to,
but excluding, the Initial Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the Initial Settlement
Date for all Notes accepted in the Offers, and Holders whose Notes
are tendered pursuant to the Guaranteed Delivery Procedures and are
accepted for purchase will not receive payment in respect of any
interest for the period from and including the Initial Settlement
Date. Under no circumstances will any interest be payable because
of any delay in the transmission of funds to Holders by any
Clearing System or its participants.
The Company’s obligation to complete an Offer with respect to a
particular series of Notes validly tendered is conditioned on the
satisfaction of conditions described in the Offer to Purchase,
including that the aggregate principal amount purchased for the
Offers (the “Aggregate Purchase Amount”) not exceed $2,250,000,000
(the “Maximum Purchase Amount”), and on the Maximum Purchase Amount
being sufficient to include the aggregate principal amount of all
validly tendered Notes of such series (after accounting for all
validly tendered Notes accepted for purchase that have a higher
Acceptance Priority Level) (the “Maximum Purchase Condition”). FIS
reserves the right, but is under no obligation, to increase or
waive the Maximum Purchase Amount, in its sole discretion subject
to applicable law, with or without extending the Withdrawal Date.
No assurance can be given that FIS will increase or waive the
Maximum Purchase Amount. If Holders tender more Notes in the Offers
than they expect to be accepted for purchase based on the Maximum
Purchase Amount and FIS subsequently accepts more than such Holders
expected of such Notes tendered as a result of an increase of the
Maximum Purchase Amount, such Holders may not be able to withdraw
any of their previously tendered Notes. Accordingly, Holders should
not tender any Notes that they do not wish to be accepted for
purchase.
For purposes of applying the Maximum Purchase Amount with
respect to the Euro Notes, FIS intends to use a conversion rate of
U.S. dollars to Euros of $1.0851 to €1.0000, which was the exchange
rate as of 5:00 p.m. (Eastern time) on Monday, February 26, 2024,
as displayed on the FXIP screen on Bloomberg. For purposes of
applying the Maximum Purchase Amount with respect to the Sterling
Notes, FIS intends to use a conversion rate of U.S. dollars to
Pounds Sterling of $1.2685 to £1.0000, which was the exchange rate
as of 5:00 p.m. (Eastern time) on Monday, February 26, 2024, as
displayed on the FXIP screen on Bloomberg.
If the Maximum Purchase Condition is not satisfied with respect
to each series of Notes, for (i) a series of Notes (the “First
Non-Covered Notes”) for which the Maximum Purchase Amount is less
than the sum of (x) the Aggregate Purchase Amount for all validly
tendered First Non-Covered Notes and (y) the Aggregate Purchase
Amount for all validly tendered Notes of all series having a higher
Acceptance Priority Level as set forth in the table above (with 1
being the highest Acceptance Priority Level and 14 being the lowest
Acceptance Priority Level) than the First Non-Covered Notes, and
(ii) all series of Notes with an Acceptance Priority Level lower
than the First Non-Covered Notes (together with the First
Non-Covered Notes, the “Non- Covered Notes”), FIS may, at any time
on or prior to the Expiration Time:
(a) terminate an Offer with respect to one or more series of
Non-Covered Notes for which the Maximum Purchase Condition has not
been satisfied, and promptly return all validly tendered Notes of
such series, and any other series of Non-Covered Notes, to the
respective tendering Holders; or (b) waive the Maximum Purchase
Condition with respect to one or more series of Non-Covered Notes
and accept all Notes of such series, and of any series of Notes
having a higher Acceptance Priority Level, validly tendered; or (c)
if there is any series of Non-Covered Notes with a lower Acceptance
Priority Level than the First Non-Covered Notes for which: (i) the
Aggregate Purchase Amount necessary to purchase all validly
tendered Notes of such series, plus (ii) the Aggregate Purchase
Amount necessary to purchase all validly tendered Notes of all
series having a higher Acceptance Priority Level than such series
of Notes, other than any series of Non-Covered Notes that has or
have not also been accepted as contemplated by this clause (c), is
equal to, or less than, the Maximum Purchase Amount, accept all
validly tendered Notes of all such series having a lower Acceptance
Priority Level, until there is no series of Notes with a higher or
lower Acceptance Priority Level to be considered for purchase for
which the conditions set forth above are met.
It is possible that a series of Notes with a particular
Acceptance Priority Level will fail to meet the conditions set
forth above and therefore will not be accepted for purchase even if
one or more series with a higher or lower Acceptance Priority Level
are accepted for purchase.
For purposes of determining whether the Maximum Purchase
Condition is satisfied, FIS will assume that all Notes tendered
pursuant to the Guaranteed Delivery Procedures will be duly
delivered at or prior to the Guaranteed Delivery Time and FIS will
not subsequently adjust the acceptance of the Notes in accordance
with the Acceptance Priority Levels if any such Notes are not so
delivered. FIS reserves the right, subject to applicable law, to
waive the Maximum Purchase Condition with respect to any Offer.
The Offers are subject to the satisfaction of these conditions
and certain other conditions. FIS reserves the right, subject to
applicable law, to waive any and all conditions to any Offer. If
any of the conditions is not satisfied, FIS is not obligated to
accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered notes, in each event
subject to applicable laws, and may terminate or alter any or all
of the Offers. The Offers are not conditioned on the tender of any
aggregate minimum principal amount of Notes of any series (subject
to minimum denomination requirements as set forth in the Offer to
Purchase).
FIS has retained Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, J.P. Morgan Securities plc, MUFG Securities
Americas Inc. and U.S. Bancorp Investments, Inc. to act as the lead
dealer managers for the Offers and Barclays Bank PLC, Barclays
Capital Inc., BMO Capital Markets Corp., BofA Securities, Credit
Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Lloyds
Bank Corporate Markets plc, Lloyds Securities Inc., SMBC Nikko
Securities America, Inc., TD Securities (USA) LLC and Wells Fargo
Securities, LLC to act as co-dealer managers for the Offers.
Questions regarding the terms and conditions for the Offers should
be directed to Citigroup at (800) 558-3745 (toll-free) or (212)
723-6106 (collect), J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-4045 (collect) (only with respect to the
Dollar Notes), J.P. Morgan Securities plc at +44 20 7134 2468 (only
with respect to the Euro Notes and the Sterling Notes), MUFG at
(877) 744-4532 (toll-free) or (212) 405-7481 (collect), or US
Bancorp at (800) 479-3441 (toll-free) or (917) 558-2756
(collect).
D.F. King & Co, Inc. will act as the Information and Tender
Agent for the Offers. Questions or requests for assistance related
to the Offers or for additional copies of the Offer to Purchase may
be directed to D.F. King & Co, Inc. in New York by telephone at
(212) 269-5550 (for banks and brokers only) or (800) 207-2872 (for
all others toll-free), in London by telephone at +44 20 7920 9700,
or by email at fis@dfking.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers. The Tender Offer Documents can be
accessed at the following link: http://www.dfkingltd.com/fis.
If FIS terminates any Offer with respect to one or more series
of Notes, it will give prompt notice to the Information and Tender
Agent, and all Notes tendered pursuant to such terminated Offer
will be returned promptly to the tendering Holders thereof. With
effect from such termination, any Notes blocked in the applicable
Clearing System will be released.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary would need to receive instructions from a beneficial
owner in order for that Holder to be able to participate in, or
withdraw their instruction to participate in the Offers before the
deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and the applicable Clearing
System for the submission and withdrawal of tender instructions
will also be earlier than the relevant deadlines specified herein
and in the Offer to Purchase.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any Notes or any other securities of the Company or
any of its subsidiaries. The Offers are being made solely pursuant
to the Offer to Purchase. The Offers are not being made to Holders
of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offers to be made by a
licensed broker or dealer, the Offers will be deemed to have been
made on behalf of the Company by the dealer managers or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
About FIS
FIS is a leading global provider of financial services
technology solutions for financial institutions, businesses and
developers. We improve the digital transformation of our financial
economy, advancing the way the world pays, banks and invests. We
provide the confidence made possible when reliability meets
innovation, helping our clients run, grow and protect their
business. Headquartered in Jacksonville, Florida, FIS is a member
of the Fortune 500® and the Standard & Poor's 500® Index. FIS
is incorporated under the laws of the State of Georgia as Fidelity
National Information Services, Inc., and our stock is traded under
the trading symbol "FIS" on the New York Stock Exchange.
Forward-looking Statements
This news release contains forward-looking statements that
involve a number of risks and uncertainties. Statements that are
not historical facts, including statements about our beliefs and
expectations, 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 events and are not statements of fact, actual results may
differ materially from those projected. FIS undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. The risks and uncertainties which forward-looking
statements are subject to include, but are not limited to, the
risks related to the acceptance of any tendered Notes, the
expiration and settlement of the Offers, the satisfaction of
conditions to the Offers, whether the Offers will be consummated in
accordance with the terms set forth in the Offer to Purchase or at
all and the timing of any of the foregoing, and other risks
detailed in the “Statement Regarding Forward-Looking Information,”
“Risk Factors” and other sections of FIS’ Form 10-K for the fiscal
year ended December 31, 2023 and FIS’ other filings with the
Securities and Exchange Commission.
Notice to Certain Non-U.S. Holders
Neither this announcement nor the Offer to Purchase constitute
an offer or an invitation by, or on behalf of, the Company or by,
or on behalf of, the dealer managers to participate in the Offers
in any jurisdiction in which it is unlawful to make such an offer
or solicitation in such jurisdiction. The distribution of this
announcement or the Offer to Purchase may be restricted by law in
certain jurisdictions. Persons into whose possession this
announcement or the Offer to Purchase come are required by the
Company and the dealer managers to inform themselves about and to
observe any such restrictions. This announcement or the Offer to
Purchase may not be used for or in connection with an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is
unlawful to make such offer or solicitation.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offers is not
being made by, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000, as amended.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. This announcement, the Offer to Purchase and
any other documents or materials relating to the Offers are
directed only at persons outside the United Kingdom or persons in
the United Kingdom who are (i) persons who have professional
experience in matters relating to investments falling within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (“Financial Promotion Order”); and (ii) high net worth
companies, and other persons to whom such documents and materials
may lawfully be communicated, falling within Article 49(2)(a) to
(e) of the Financial Promotion Order (all such persons in (i) and
(ii) together being referred to as “Relevant Persons”). In the
United Kingdom, any investment or investment activity to which this
announcement or the Offer to Purchase relate will be available only
to, and engaged in only with, Relevant Persons. Any person in the
United Kingdom who is not a Relevant Person should not act or rely
on this announcement, the Offer to Purchase or any of its
contents.
France
The Offers are not being made, directly or indirectly, to the
public in France. Neither this announcement, the Offer to Purchase
nor any other documents or offering materials relating to the
Offers, has been or shall be distributed to the public in France
and only (i) qualified investors (investisseurs ualifies) acting
for their own account, other than individuals, and/or (ii) legal
entities whose total assets exceed €5 million, or whose annual
turnover exceeds €5 million, or whose managed assets exceed €5
million or whose average annual headcount exceeds 50, acting for
their own account all as defined in, and in accordance with,
Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offers.
This announcement and the Offer to Purchase have not been submitted
to the clearance procedures (visa) of the Autorité des marchés
financiers.
Belgium
The Offers do not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover
Law. The Offers are exclusively conducted under applicable private
placement exemptions and have therefore not been, and will not be,
notified to, and neither this announcement, the Offer to Purchase
nor any other document or material relating to the Offers have
been, or will be, approved by the Belgian Financial Services and
Markets Authority (Autorité des Services et Marchés
Financiers/Autoriteit voor Financiële Diensten en Markten).
Accordingly, the Offers, this announcement, the Offer to Purchase,
any memorandum, information circular, brochure or any similar
documents relating to the Offers may not be advertised, offered or
distributed, directly or indirectly, to any person located and/or
resident in Belgium other than to persons who qualify as “Qualified
Investors” in the meaning of Article 10, §1, of the Belgian
Prospectus Law, as referred to in Article 6, §3, 1° of the Belgian
Takeover Law, and who is acting for its own account, or in other
circumstances which do not constitute a public offering in Belgium
pursuant to the Belgian Takeover Law. This announcement and the
Offer to Purchase have been issued only for the personal use of the
above Qualified Investors and exclusively for the purpose of the
Offers. Accordingly, the information contained herein or therein
may not be used for any other purpose or disclosed to any other
person in Belgium.
Italy
None of the Offers, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offers has been or
will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Offers are being carried out in Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Financial
Services Act and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that are a resident of
and/or located in Italy can tender the Notes for purchase through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of October 29, 2007, as amended, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240227783025/en/
Fidelity National Information Services Ellyn Raftery,
904.438.6083 Chief Marketing & Communications Officer FIS
Global Marketing & Corporate Communications
Ellyn.Raftery@fisglobal.com or George Mihalos, 904.438.6438 Senior
Vice President FIS Investor Relations
Georgios.Mihalos@fisglobal.com
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