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Sedgwick CMS Holdings Agrees to Acquisition by Fidelity National Financial
Memphis, Tenn., December 27, 2005 — Sedgwick CMS Holdings, Inc. today announced the signing of definitive agreements whereby Fidelity National Financial, Inc. (NYSE:FNF) will acquire Sedgwick CMS Holdings, Inc. for approximately $635 million. The principal selling shareholders are Marsh & McLennan Companies, Inc. (NYSE:MMC) through its risk and insurance services firm Marsh Inc., and Trident II, L.P., a private equity fund managed by Stone Point Capital LLC. Sedgwick CMS Holdings, Inc. through its wholly-owned subsidiary Sedgwick Claims Management Services, Inc. (Sedgwick CMS) is a leading provider of claims and productivity management solutions to large corporate and institutional clients.
Fidelity National Financial is a Fortune 500 provider of products and outsourced services and solutions to financial institutions and the real estate industry. Its subsidiary Fidelity National Title Group, Inc. (NYSE:FNT) is the nation's largest title insurance company. Its subsidiary Fidelity National Information Services, Inc. is a leading provider of core financial institution processing, mortgage loan processing and related information products and outsourcing services to financial institutions, mortgage lenders and real estate professionals. FNF is also provider of specialty insurance products including flood insurance, homeowners insurance and home warranty insurance.
Following the close of the transaction announced today, Sedgwick CMS will become an FNF operating company. Sedgwick CMS President and Chief Executive Officer David A. North will continue in his current role. As CEO of Sedgwick CMS he will report to FNF Chairman and Chief Executive Officer William P. Foley.
"We are exceptionally pleased with this outcome of the strategic review process we announced in September to our clients, colleagues and other stakeholders," said North. "The leadership of FNF is well known for effectively leveraging the distinctive strengths of its operating companies. FNF and Sedgwick CMS share a commitment to growth, an orientation toward long-term relationships, and a bias for action and innovation that creates superior service capabilities. FNF has a management culture, client relationships and operating resources that complement and reinforce the business strategies of Sedgwick CMS. We look forward to contributing value to the FNF family of companies."
Charles A. Davis, CEO of Stone Point Capital and Non-Executive Chairman of Sedgwick CMS, said, "FNF is buying an outstanding company. Our six year partnership with Sedgwick CMS has been terrific. Dave North and his leadership team have built a great company, which delivers substantial value to both clients and colleagues."
In today's announcement from FNF, CEO Bill Foley said, in part, "Sedgwick CMS provides FNF a very exciting investment opportunity in an attractive, growing market, while allowing us to leverage our core expertise in title insurance processing and financial transaction processing. . . . We believe that the acquisition of Sedgwick CMS will further our continued goal of maximizing the value of our assets for the benefit of our shareholders."
More information about Fidelity National Financial, Inc. and its affiliates, including the full text of today's FNF announcement, can be found at www.fnf.com. Banc of America Securities LLC has acted as exclusive financial advisor to Sedgwick CMS Holdings, Inc. The transaction is subject to applicable regulatory approvals and other customary closing conditions. The final purchase price is subject to certain adjustments.
Sedgwick Claims Management Services, Inc. is the leader in innovative claims and productivity management solutions. Sedgwick CMS provides cost-effective claims administration, managed care, program management and related services to major employers through the expertise of over 4,000 colleagues in more than eighty offices in the U.S. and Canada. The company specializes in administrative and related cost management services for workers' compensation; disability, FMLA and other employee absence; and general, automobile and professional liability claims. Sedgwick CMS designs and implements customized programs based on proven practices that meet client needs. For more information see www.sedgwickcms.com.
Contact Information:
Frank J. Huffman
Director of Corporate Communications
(901) 415-7548
fhuffman@sedgwickcms.com
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