CHICAGO, March 16 /PRNewswire/ -- Chicago Title Corporation (NYSE: CTZ)
today announced that the merger of Chicago Title with and into Fidelity
National Financial, Inc. will take place on March 20, 2000. Based upon the
average price of Fidelity common stock during the 30-trading day period which
ended today ($13.1771), Fidelity has elected to pay the reduced amount of
additional merger consideration, and Chicago Title has determined to proceed
with the merger. Thus, in accordance with the terms of the merger agreement,
the final amount of merger consideration will consist of a $26.00 cash portion
and 1.7673 shares of Fidelity common stock per share of Chicago Title common
stock. Based upon the $13.1771 average price of Fidelity common stock during
the 30-trading day period which ended today, the value of the merger
consideration is approximately $49.29 per share of Chicago Title common stock.
Based upon today's last reported sale price of Fidelity common stock on the
New York Stock Exchange Composite Transactions Tape ($16.5625), the value of
the merger consideration is approximately $55.27 per share of Chicago Title
common stock.
The allocation of the merger consideration between cash and shares of
Fidelity common stock is subject to possible adjustment relating to tax
considerations and illustrates only the general allocation of the merger
consideration on a per share basis; it does not reflect the actual allocation
between cash and shares of Fidelity common stock that will be received by any
individual stockholder. The allocation between cash and shares of Fidelity
common stock to be received by each Chicago Title stockholder will depend upon
such stockholder's election regarding the form of merger consideration to be
received in the merger and upon the elections made by all other stockholders.
The value of the merger consideration actually received by any Chicago Title
stockholder will depend upon the portion of the merger consideration received
in cash, the portion of the merger consideration received in shares of
Fidelity common stock, and the value of shares of Fidelity common stock on the
date of receipt of the merger consideration. Chicago Title stockholders must
deliver their completed election forms to Harris Trust and Savings Bank, the
exchange agent, by 5:00 p.m., New York City time, on March 20, 2000, in order
for their elections to be valid. Election forms should be completed and
delivered in accordance with the instructions set forth in such form. Chicago
Title stockholders may call either Harris Trust and Savings Bank at
(800) 245-7630, or Georgeson Shareholder Communications, Inc., the information
agent for the merger, at (800) 223-2064, with any questions about the election
form, making an election, or changing an election previously made.
Also today, the board of directors of Chicago Title declared a second
quarter dividend on its common stock of $0.36 per share prorated, in light of
the pending merger with Fidelity, by multiplying the $0.36 by a fraction, the
numerator of which is the number of days which have elapsed from March 1, 2000
through the date of the merger, and the denominator of which is 90. If the
closing of the merger takes place on March 20 as scheduled, the dividend would
be $0.08 per share. This dividend will be payable in cash on March 31, 2000
to stockholders of record at the close of business on March 17, 2000.
Chicago Title Corporation, through its subsidiaries, provides title
insurance, escrow and closing services as well as property valuation, credit
information, default management and flood compliance products through a
network of more than 340 offices and approximately 4,300 agents nationwide.
Chicago Title Corporation's title insurance subsidiaries -- Chicago Title
Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance
Co. -- issue approximately one in every five title insurance policies in the
United States. Subsidiaries furnishing other real estate-related products
include Chicago Title Flood Services Inc., Chicago Title Credit Services Inc.,
Chicago Title -- Market Intelligence Inc. and Chicago Title Field Services
Inc.
The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve a number of
uncertainties and risks that could significantly affect current plans and
anticipated actions and Chicago Title's future financial condition and
results. In addition to the matters described in this press release, risk
factors listed from time to time in Chicago Title's reports and filings with
the Securities and Exchange Commission may affect the results achieved by
Chicago Title.
Investors are urged to read the Registration Statement on Form S-4 filed
by Fidelity, which relates to the shares of Fidelity common stock to be issued
in the merger and includes the joint proxy statement/prospectus of the parties
in respect of the merger. The Registration Statement (and other filings of
the parties incorporated by reference therein) are available for free at the
Securities and Exchange Commission's web site ( http://www.sec.gov ). Investors also
may obtain copies of the joint proxy statement/prospectus and Chicago Title
SEC filings for free from Chicago Title.
Note: For further information on Chicago Title's products and services,
visit the company's web site at http://www.ctt.com .
For more information on Chicago Title Corporation via fax, free of charge,
dial 1-800-PRO-INFO and enter the ticker "CTZ"
SOURCE Chicago Title Corporation
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Related links:
http://www.ctt.com
CONTACT:
Media, Bill Scott, 312-223-5030, or Analysts,
Toshie Davis, 312-223-4788, both of Chicago Title Corporation
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