JACKSONVILLE, Fla.,
Oct. 19, 2017 /PRNewswire/
-- Fidelity National Financial, Inc. ("FNF") today announced
that October 6, 2017, will be the
record date and November 17, 2017,
will be the date of the special meeting of the FNFV Group
(NYSE:FNFV) shareholders to seek approval for the redemption by FNF
of all of the outstanding shares of FNFV Group tracking stock, par
value $0.0001 per share ("FNFV
tracking stock") for outstanding shares of common stock of a wholly
owned subsidiary of FNF, Cannae Holdings, Inc. ("Splitco"),
amounting to a redemption on a per share basis of each outstanding
share of FNFV tracking stock for one share of common stock, par
value $0.0001 per share, of Splitco
("Splitco common stock"). We refer to the redemption and the
resulting separation of Splitco from FNF pursuant to the redemption
as the Split-Off.
If all conditions to the Split-Off are satisfied
(including the receipt of the approval of the FNFV Group
shareholders) or, where permissible, waived, on the date designated
by the FNF board of directors, FNF would redeem all of the
outstanding shares of FNFV tracking stock for outstanding shares of
Splitco common stock, amounting to a redemption on a per share
basis of each outstanding share of FNFV tracking stock for one
share of Splitco common stock.
It is anticipated that, immediately following the Split-Off,
Splitco's shares will be listed on the NYSE.
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 press release 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 Splitco
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
FNF's Form 10-K and other filings with the Securities and Exchange
Commission.
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, Splitco 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 STATEMENTS/PROSPECTUSES AND PROXY STATEMENTS AND
ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
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. These
documents (when they are available) can also be obtained free of
charge from FNF by directing a written request to Fidelity National
Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attn: Corporate
Secretary, 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 Split-Off. 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 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.
FNF - G
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SOURCE Fidelity National Financial, Inc.