Under terms of the transaction, Fiserv acquired CheckFree for approximately $4.4 billion in cash, or $48 per share.

"Combining our two companies' broad range of market leading capabilities will provide a platform to deliver unprecedented innovation in financial services technology," said Jeffery Yabuki, President and Chief Executive Officer of Fiserv. "CheckFree's key strengths - world-class products and a culture of dynamic innovation - will accelerate our Fiserv 2.0 strategies resulting in a client value proposition unrivaled in the market today. Both companies have been strong, and together we will be even stronger."

More than 3,000 financial services web sites use the electronic billing and payment services provided by CheckFree, and growth will continue as consumers and businesses move from paper to electronic processes. Additionally, CheckFree has the market-leading online banking platform for financial institutions and its investment services platform processes portfolios with assets under management totaling more than $1.8 trillion.

CheckFree's client base of large financial institutions complements Fiserv's base of more than 18,000 clients. The newly combined company has the expertise, solutions and scale to support financial institutions of any size in a number of areas including core processing, electronic billing, risk management, payments (including cash and logistics, ACH, imaging, online, phone, emergency and walk-in) and wealth management/managed accounts.

"CheckFree has defined innovation in online banking, electronic billing and payment, financial software and payment infrastructures, and the delivery of investment services technology for managed accounts," said Pete Kight, former CheckFree Chairman and Chief Executive Officer. "Now, we have the opportunity to integrate and innovate with the unrivaled breadth and scale of Fiserv's technology platforms. We have an opportunity to create compelling value for our clients in areas that are tremendously important to their success and growth."

The combined company's pro-forma revenue for 2006 was more than $4.5 billion (excluding the previously announced sales of Fiserv ISS and Fiserv Health), serves more than 21,000 customers in 275 locations worldwide, and has more than 25,000 employees.

New Senior Management Structure

Yabuki will continue to serve as CEO and President of Fiserv, Inc., and Donald F. Dillon will continue to serve as Chairman of the Board. Tom Hirsch will continue as the company's Chief Financial Officer.

Kight will be named Vice Chairman of Fiserv and will lead new product development and strategic integration. Additionally, Kight will join its Board of Directors. Steve Olsen, former Chief Operating Officer of CheckFree, will become Fiserv's Group President of Internet Banking and Electronic Payments. Olsen will lead the company's bill payments, internet banking, treasury/cash management and investment management businesses.

"This is an historic day for Fiserv," said Yabuki. "Going forward, we are in the enviable position of having numerous market leading products and services, along with a fantastic group of employees working together to deliver increased value for our clients and shareholders. We couldn't be more excited about the future."

The company also announced that Norm Balthasar, Senior Executive Vice President and Chief Operating Officer, will retire from his position on December 31, 2007. Balthasar's intent to retire in 2008 had been previously announced in 2005. Balthasar will remain with the company through June 30, 2008 to ensure a seamless transition and to assist in the CheckFree integration.

"Norm has been a key contributor and leader in Fiserv since its inception. His deep knowledge of the business and strong intuition have combined to create tremendous results," said Yabuki. "We will miss Norm's counsel, insights and friendship, and wish him well as he embarks on the next phase of his life."

Financing

The transaction was funded with a combination of debt instruments, including $2.5 billion in proceeds from a 5 year term loan, $1.75 billion in proceeds from publicly issued 5 and 10 year notes, and proceeds from its credit facilities.