Black Knight Financial Services, Inc. Announces Date of Meeting of Shareholders for Proposed Merger
08/28/2017 | 08:46am EDT
JACKSONVILLE, Fla., Aug. 28, 2017 (GLOBE NEWSWIRE) -- Black Knight Financial Services, Inc. (NYSE:BKFS) announced today that it will hold a special meeting of its shareholders on September 27, 2017 to seek approval of the previously announced merger agreement (the “Merger Agreement”) among Black Knight Financial Services, Inc. (“Black Knight”); Fidelity National Financial, Inc. (“FNF”); Black Knight Holdco Corp. (“New Black Knight”); and several subsidiaries of FNF. Shareholders of record at the close of business on August 14, 2017, will be entitled to attend and vote at the special meeting.
In addition to Black Knight shareholder approval of the Merger Agreement (including the approval of Black Knight’s shareholders, other than FNF and its subsidiaries and their respective directors and officers), closing of the transactions contemplated by the Merger Agreement (referred to as the “Distribution Plan”) is also contingent upon various other closing conditions, which will be further described in the proxy statement/prospectus relating to the special meeting.
As a result of the Distribution Plan, FNF will indirectly distribute its equity interest in Black Knight to the holders of FNF Group common stock, and New Black Knight will become the new public parent of Black Knight. Under the organizational documents of New Black Knight, the rights of the holders of the common stock of New Black Knight will be the same as the rights of holders of Black Knight common stock.
About Black Knight Financial Services, Inc.
Black Knight Financial Services, Inc. (NYSE:BKFS) is a leading provider of integrated technology, data and analytics solutions that facilitate and automate many of the business processes across the mortgage life-cycle.
Black Knight is committed to being a premier business partner that lenders and servicers rely on to achieve their strategic goals, realize greater success and better serve their customers by delivering best-in-class technology, services and insight with a relentless commitment to excellence, innovation, integrity and leadership. For more information on Black Knight, please visit www.bkfs.com.
Forward-Looking Statements This communication contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Black Knight management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Black Knight undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-looking statements are subject to include, but are not limited to: our ability to successfully achieve the conditions to and consummate the tax-free spin-off of Black Knight from FNF; uncertainties as to the timing of the spin-off of Black Knight from FNF and any costs, expenses and utilization of resources relating thereto; the risk of shareholder litigation in connection with the spin-off; diversion of Black Knight management's time and attention in connection with the spin-off; security breaches against our information systems; our ability to maintain and grow our relationships with our customers; changes to the laws, rules and regulations that affect our and our customers’ businesses; our ability to adapt our services to changes in technology or the marketplace; the effect of any potential defects, development delays, installation difficulties or system failures on our business and reputation; changes in general economic, business, regulatory and political conditions, particularly as they affect the mortgage industry; risks associated with the availability of data; the effects of our substantial leverage on our ability to make acquisitions and invest in our business; risks associated with our structure and status as a “controlled company”; our ability to successfully integrate strategic acquisitions; and other risks and uncertainties detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (“SEC”).
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed spin-off, (i) New BKH Corp., a newly formed indirect subsidiary of FNF, filed with the SEC on June 21, 2017 a preliminary registration statement on Form S-1, as amended by Amendment No. 1 on July 18, 2017, Amendment No. 2 on August 15, 2017, and Amendment No. 3 on August 23, 2017, which the SEC declared effective on August 25, 2017, and (ii) New Black Knight filed with the SEC on June 13, 2017 a preliminary registration statement on Form S-4, as amended by Amendment No. 1 on July 18, 2017, Amendment No. 2 on August 15, 2017, and Amendment No. 3 on August 23, 2017, which the SEC declared effective on August 25, 2017 (as so amended, the “New Black Knight Registration Statement”). The New Black Knight Registration Statement included a prospectus and a proxy statement, which will be sent to Black Knight’s shareholders in connection with their votes required in connection with the Distribution Plan following the New Black Knight Registration Statement having been declared effective by the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT/PROSPECTUS AND PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DISTRIBUTION PLAN.
Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge from the SEC's website, www.sec.gov. These documents (when they are available) can also be obtained free of charge from the respective companies by directing a written request to Black Knight Financial Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attn: Corporate Secretary, Telephone (904) 854-5100.
Participants in a Solicitation
The directors and executive officers of Black Knight and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the Distribution Plan. Information regarding the directors and executive officers of Black Knight is available in its definitive proxy statement, which was filed with the SEC on April 26, 2017. Free copies of this document may be obtained as described in the preceding paragraph.