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425
FIDELITY NATIONAL INFORMATION SERVICES, INC. filed this Form 425 on 05/13/2019
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Item 8.01 Other Events

As previously announced, on March 17, 2019, Fidelity National Information Services, Inc. (“FIS”) entered into a definitive agreement with Worldpay, Inc. (“Worldpay”), pursuant to which FIS will acquire all of the outstanding shares of Worldpay. The Worldpay transaction is currently expected to close in the third quarter of 2019 and remains subject to approval by FIS shareholders and Worldpay stockholders and customary closing conditions, including competition and regulatory approvals.

FIS is filing (i) as Exhibit 99.1 to this Current Report on Form 8-K, Worldpay’s audited consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018, (ii) as Exhibit 99.2, Worldpay’s interim unaudited consolidated financial statements for the fiscal quarter ended March 31, 2019 and for the three months ended March 31, 2019 and 2018, (iii) as Exhibit 99.3, Management’s Discussion and Analysis of Financial Condition and Results of Operations of Worldpay for the year ended December 31, 2018, (iv) as Exhibit 99.4, Management’s Discussion and Analysis of Financial Condition and Results of Operations of Worldpay for the three months ended March 31, 2019 and 2018, (v) as Exhibit 99.5, information related to Worldpay’s business and operations and information related to certain material regulatory matters related to Worldpay’s business, (vi) as Exhibit 99.6, the unaudited pro forma condensed combined financial statements of FIS and Worldpay (a) as of and for the three months ended March 31, 2019, including the unaudited pro forma condensed combined consolidated statements of income of FIS and Worldpay for the three months ended March 31, 2019 giving effect to the Worldpay transaction as if it had occurred on January 1, 2018, as well as the unaudited pro forma condensed combined consolidated balance sheet data of FIS and Worldpay as of March 31, 2019, which reflects the unaudited pro forma condensed combined consolidated balance sheets of FIS and Worldpay giving effect to the Worldpay transaction as if it had occurred on March 31, 2019 and (b) for the year ended December 31, 2018, which reflects the combined historical consolidated statements of income of FIS and Worldpay giving effect to the Worldpay transaction as if it had occurred on January 1, 2018, and (vii) as Exhibit 23.1, the consent of Deloitte & Touche LLP, independent registered public accounting firm of Worldpay.

Statement Regarding Forward-Looking Information

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended, or “Exchange Act,” including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, business and market conditions, outlook and our future financial and operating results and debt. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms, and other comparable terminology. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:

 

   

the risk that the transactions described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the cost or revenue synergies anticipated;

 

   

the risk that the integration of FIS and Worldpay will be more difficult, time-consuming or expensive than anticipated;

 

   

the risk of customer loss or other business disruption in connection with the transaction, or of the loss of key employees;

 

   

the possible occurrence of an event, change or other circumstance that would give rise to the termination of the merger agreement;

 

   

the fact that unforeseen liabilities of FIS or Worldpay may exist;

 

   

the risk of doing business internationally;

 

   

changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, changes in either or both the United States and international lending, capital and financial markets and currency fluctuations;

 

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