Certegy shareholders agree to Fidelity merger

Source: Certegy

Certegy Inc. (NYSE: CEY) announced today that its shareholders have voted to approve all proposals relating to the proposed combination of Certegy with Fidelity National Information Services, Inc. (FIS), a majority-owned subsidiary of Fidelity National Financial, Inc. (NYSE: FNF), pursuant to a stock-for-stock merger.

Of the shares voted, approximately 99.2 percent were in favor of the issuance of Certegy stock in the transaction, 98.4 percent were in favor of amending the company's charter and 93.7 percent were in favor of amending and restating the company's Stock Incentive Plan. Consummation of the transaction, which is expected to occur effective 12:01 a.m., Eastern time, on February 1, 2006, is subject to various additional customary conditions that must be satisfied or waived prior to closing.

Certegy also announced today the declaration of the special cash dividend of $3.75 per share that the company previously announced as part of the combination plan. The dividend will be paid to record holders of Certegy's common stock as of the close of business on the last business day preceding the day on which the proposed combination with FIS is to become effective. The company anticipates, based on the current schedule for the transaction, that the record date for the special dividend will be January 31, 2006. Payment of this dividend, which remains subject to the satisfaction or waiver of the conditions to the company's obligations to close the merger of FIS with and into a wholly-owned subsidiary of Certegy, is conditioned upon the consummation of such merger.

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