FIDELITY NATIONAL INFORMATION SERVICES, INC.
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As filed with the Securities and Exchange Commission on May 4, 2009
Registration No. 333-[  ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form S-4
 
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
 
 
FIDELITY NATIONAL INFORMATION SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
         
Georgia
  7389   37-1490331
(State or other
jurisdiction of incorporation)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
 
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-5000
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Ronald D. Cook
Executive Vice President, General Counsel and Corporate Secretary
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-5000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
 
 
 
 
     With copies to:
 
         
Donald W. Layden, Jr., Esq.
Senior Executive Vice President, General
Counsel and Corporate Secretary
Metavante Technologies, Inc.
4900 West Brown Deer Road
Milwaukee, Wisconsin 53223
(414) 357-2290
  Lawrence S. Makow, Esq.
Matthew M. Guest, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
  Jeffrey Symons, Esq.
Yi Claire Sheng, Esq.
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212) 446-4800
 
 
 
 
Approximate date of commencement of the proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.
 
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
CALCULATION OF REGISTRATION FEE
 
                                         
      Amount
      Proposed Maximum
      Proposed
      Amount of
 
Title of Each Class of
    to be
      Offering Price per Share
      Maximum Aggregate
      Registration
 
Securities to be Registered     Registered(1)       of Common Stock       Offering Price(2)       Fee(3)  
Common Stock, par value $0.01 per share
      176,926,305         N/A       $ 3,057,548,658.26       $ 170,611.22  
                                         
 
(1) Represents the maximum number of shares of FIS common stock estimated to be issuable upon the completion of the merger of Metavante with and into Cars Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of FIS, based on the number of shares of Metavante common stock, par value $0.01 per share, outstanding, or reserved for issuance under various plans, as of April 28, 2009, and the exchange of each such share of Metavante common stock for shares of FIS common stock pursuant to the formula set forth in the merger agreement.
 
(2) Pursuant to Rules 457(c) and 457(f) under the Securities Act of 1933, as amended, the registration fee is based on the average of the high and low sales prices ($23.33) of Metavante common stock, as reported on the New York Stock Exchange on May 1, 2009, and computed based on the estimated maximum number of shares 131,056,522 that may be exchanged for the FIS common stock being registered, including shares issuable upon exercise of outstanding options or other securities to acquire Metavante common stock.
 
(3) Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $55.80 per $1,000,000 of the proposed maximum aggregate offering price.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this document is not complete and may be changed. We may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.
 
 
PRELIMINARY — SUBJECT TO COMPLETION — DATED MAY 4, 2009
 
     
                               (FIS LOGO)
  (METAVANTE LOGO)
 
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
 
The board of directors of Fidelity National Information Services, Inc., or FIS, and the board of directors of Metavante Technologies, Inc., or Metavante, have each approved a merger agreement which provides for the acquisition of Metavante by FIS. Following completion of the merger, Metavante will be wholly owned by FIS.
 
If the merger is completed, each share of Metavante common stock outstanding immediately before that time will automatically be converted into the right to receive 1.35 shares of FIS common stock. This exchange ratio is fixed and will not be adjusted. Based on the closing price of FIS common stock on the New York Stock Exchange on March 31, 2009, the last trading day before public announcement of the merger, the 1.35 exchange ratio represented $24.57 in value for each share of Metavante common stock. Based on the closing price of FIS common stock on the New York Stock Exchange on [          ], 2009, the latest practicable date before the date of this document, the exchange ratio represented $[     ] in value for each share of Metavante common stock. Shares of FIS common stock outstanding before the merger is completed will remain outstanding and will not be exchanged, converted or otherwise changed in the merger.
 
In connection with the proposed merger, FIS has entered into an equity capital investment agreement with affiliates of Thomas H. Lee Partners, L.P., or THL, and Fidelity National Financial, Inc., or FNF. We also refer to THL and FNF as the equity capital investors. Under the investment agreement, FIS, THL and FNF have agreed that, in connection with completion of the merger, FIS will issue approximately 16.1 million shares of FIS common stock in the aggregate to THL and to FNF in exchange for the payment to FIS of approximately $250 million in cash. The completion of these transactions is subject to the prior approval of the FIS shareholders, the completion of the merger and the other terms and conditions contained in the investment agreement.
 
The merger is intended to qualify as a “reorganization” under United States federal tax law. Accordingly, Metavante shareholders generally are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Metavante common stock for shares of FIS common stock in the merger, except with respect to any cash received instead of fractional shares of FIS common stock.
 
At a special meeting of FIS shareholders, FIS shareholders will be asked to vote on the issuance of FIS common stock to Metavante shareholders in the merger and on the issuance of FIS common stock to each of THL and FNF under the investment agreement. Approval of each proposal requires the affirmative vote of a majority of votes cast by the holders of FIS common stock, provided that the total votes cast represent a majority of the votes entitled to be cast on the proposal.
 
At a special meeting of Metavante shareholders, Metavante shareholders will be asked to vote on the approval and adoption of the merger agreement and the transactions it contemplates. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of Metavante common stock. WPM, L.P., or WPM, an affiliate of Warburg Pincus LLC, has entered into an agreement with FIS, Cars Holdings, LLC and Metavante under which, subject to the terms and conditions of that agreement, WPM has agreed to vote all of the Metavante shares it holds in favor of the merger. As of the date of this document, WPM holds in the aggregate approximately 25% of the outstanding shares of Metavante common stock.
 
The FIS board of directors unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
The Metavante board of directors unanimously recommends that the Metavante shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
The obligations of FIS and Metavante to complete the merger are subject to the satisfaction or waiver of conditions set forth in the merger agreement. More information about FIS, Metavante and the merger, as well as the equity capital investment, is contained in this joint proxy statement/prospectus. FIS and Metavante encourage you to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page [     ].
 
We look forward to the successful combination of FIS and Metavante.
 
     
     
[          ]
  [          ]
 
     
Lee A. Kennedy
  Frank R. Martire
President and Chief Executive Officer
  Chairman and Chief Executive Officer
Fidelity National Information Services, Inc. 
  Metavante Technologies, Inc.
 
Neither the Securities and Exchange Commission, also referred to in this document as the SEC, nor any state securities commission has approved or disapproved of the securities to be issued under this document or determined that this document is accurate or complete. Any representation to the contrary is a criminal offense.
 
This document is dated [          ], 2009 and is first being mailed to the shareholders of FIS and Metavante on or about [          ], 2009.


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(FIS LOGO)
 
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
 
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 
To the Shareholders of Fidelity National Information Services, Inc.:
 
Notice is hereby given that a Special Meeting of Shareholders of Fidelity National Information Services, Inc. will be held on [          ], 2009 at [     ], at [     ] to consider and vote upon the following matters:
 
  •  a proposal to approve the issuance of shares of FIS common stock as contemplated by the Agreement and Plan of Merger, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., Cars Holdings, LLC, and Metavante Technologies, Inc., as such agreement may be amended from time to time;
 
  •  a proposal to approve the issuance of 12,861,736 shares of FIS common stock to be purchased by affiliates of Thomas H. Lee Partners, L.P. as contemplated by the Investment Agreement, dated as of March 31, 2009, by and between FIS and the investors named therein, as such agreement may be amended from time to time;
 
  •  a proposal to approve the issuance of 3,215,434 shares of FIS common stock to be purchased by Fidelity National Financial, Inc. as contemplated by the Investment Agreement, dated as of March 31, 2009, by and between FIS and the investors named therein, as such agreement may be amended from time to time; and
 
  •  a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve any of the foregoing proposals.
 
The FIS board of directors has fixed the close of business on [          ], 2009 as the record date for the FIS special meeting. Only FIS shareholders of record at that time are entitled to notice of, and to vote at, the FIS special meeting, or any adjournment or postponement of the FIS special meeting. Approval of the proposal to issue shares of FIS common stock in the merger and the proposals to issue shares of FIS common stock to the equity capital investors each requires the approval by the affirmative vote of a majority of votes cast at the special meeting, provided that the total votes cast represent a majority of the votes entitled to be cast on the proposal.
 
Whether or not you plan to attend the special meeting, please vote by one of the methods described below to ensure that your shares are represented and voted in accordance with your wishes. Please vote as soon as possible by accessing the Internet site listed on the FIS proxy card, by calling the toll-free number listed on the FIS proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid additional solicitation costs. Any holder of FIS common stock who is present at the FIS special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing or by telephone or Internet at any time before the FIS special meeting in the manner described in the accompanying document.
 
The FIS board of directors unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
By Order of the Board of Directors,
 
[          ]
Ronald D. Cook
Executive Vice President,
General Counsel and Corporate Secretary
 
[          ], 2009
 
 
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, OR SUBMIT YOUR VOTE VIA THE TELEPHONE OR INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.
 
 


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(METAVANTE LOGO)
Metavante Technologies, Inc.
4900 West Brown Deer Road
Milwaukee, Wisconsin 53223
 
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 
To the Shareholders of Metavante Technologies, Inc:
 
Notice is hereby given that a Special Meeting of Shareholders of Metavante Technologies, Inc. will be held on [          ], 2009 at [          ], Central Time, at [          ] to consider and vote upon the following matters:
 
  •  a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., Cars Holdings, LLC, and Metavante Technologies, Inc., as such agreement may be amended from time to time, and the transactions it contemplates; and
 
  •  a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal.
 
The Metavante board of directors has fixed the close of business on [          ], 2009 as the record date for the Metavante special meeting. Only Metavante shareholders of record at that time are entitled to notice of, and to vote at, the Metavante special meeting, or any adjournment or postponement of the Metavante special meeting. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of Metavante common stock.
 
WPM, an affiliate of Warburg Pincus LLC, has entered into an agreement with FIS, Cars Holdings, LLC and Metavante under which, subject to the terms and conditions of that agreement, it has agreed to vote all of the Metavante shares it holds in favor of the merger. As of the date of this document, WPM holds in the aggregate approximately 25% of the outstanding shares of Metavante common stock.
 
Whether or not you plan to attend the special meeting, please vote by one of the methods described below to ensure that your shares are represented and voted in accordance with your wishes. Please vote as soon as possible by accessing the Internet site listed on the Metavante proxy card, by calling the toll-free number listed on the Metavante proxy card, or by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of Metavante common stock who is present at the Metavante special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing or by telephone or Internet at any time before the Metavante special meeting in the manner described in the accompanying document.
 
The Metavante board of directors unanimously recommends that the Metavante shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
By Order of the Board of Directors,
 
[          ]
Donald W. Layden, Jr.
Senior Executive Vice President,
General Counsel and Secretary
 
[          ], 2009
 
 
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, OR SUBMIT YOUR VOTE VIA THE TELEPHONE OR INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.
 


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ADDITIONAL INFORMATION
 
This document incorporates important business and financial information about FIS and Metavante from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, free of charge through the Securities and Exchange Commission’s website (www.sec.gov) or by requesting them in writing or by telephone from the appropriate company at the following addresses:
 
     
Fidelity National Information Services, Inc. 
  Metavante Technologies, Inc.
601 Riverside Avenue
  4900 West Brown Deer Road
Jacksonville, Florida 32204
  Milwaukee, Wisconsin 53223
(904) 854-3282
  (414) 357-2290
Attn: Investor Relations
  Attn: Investor Relations
 
If you would like to request any documents, please do so by [          ], 2009 in order to receive them before the FIS special meeting and by [          ], 2009 in order to receive them before the Metavante special meeting.
 
For more information, see “Where You Can Find More Information” beginning on page [  ].
 
You should rely only on the information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [          ], 2009. You should not assume that the information contained in, or incorporated by reference into, this document is accurate as of any date other than that date. Neither our mailing of this document to FIS shareholders or Metavante shareholders nor the issuance by FIS of common stock in connection with the merger will create any implication to the contrary.
 
Information on the websites of FIS or Metavante, or any subsidiary of FIS or Metavante, is not part of this document. You should not rely on that information in deciding how to vote.
 
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this document regarding FIS has been provided by FIS and information contained in this document regarding Metavante has been provided by Metavante.


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 EX-10.1 EMPLOYMENT AGREEMENT
 EX-10.2 EMPLOYMENT AGREEMENT
 EX-10.3 RELOCATION LETTER AGREEMENT
 EX-10.4 RELOCATION LETTER AGREEMENT
 EX-23.2 CONSENT OF KPMG LLP
 EX-23.3 CONSENT OF DELOITTE & TOUCHE LLP
 EX-24.1 POWER OF ATTORNEY
 EX-99.2 SUPPORT AGREEMENT
 EX-99.3 SHAREHOLDERS AGREEMENT
 EX-99.4 STOCK PURCHASE RIGHT AGREEMENT
 EX-99.7 CONSENT OF BANC OF AMERICA SECURITIES LLC
 EX-99.8 CONSENT OF GOLDMAN, SACHS & CO.
 EX-99.9 CONSENT OF BARCLAYS CAPITAL INC.
 
APPENDICES
 
         
APPENDIX A
       
Agreement and Plan of Merger, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., Cars Holdings, LLC and Metavante Technologies, Inc. 
    A-1  
       
APPENDIX B
       
Investment Agreement, dated as of March 31, 2009, by and between Fidelity National Information Services, Inc. and the Investors
    B-1  
       
APPENDIX C
       
Opinion of Goldman, Sachs & Co. 
    C-1  
       
APPENDIX D
       
Opinion of Banc of America Securities LLC
    D-1  
       
APPENDIX E
       
Opinion of Barclays Capital Inc. 
    E-1  


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QUESTIONS AND ANSWERS
 
The following are some questions that you, as a shareholder of FIS or Metavante, may have regarding the shareholders’ meetings and the answers to those questions. FIS and Metavante urge you to read the remainder of this document carefully because the information in this section does not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference into, this document.
 
Q: Why am I receiving this document?
 
A: You are receiving this document because you were a shareholder of record of FIS or Metavante on the record date for the applicable FIS or Metavante special meeting. FIS and Metavante have agreed to the acquisition of Metavante by FIS under the terms of a merger agreement that is described in this document. A copy of the merger agreement is attached to this document as Appendix A. In order to complete the merger, FIS shareholders and Metavante shareholders must vote to approve the following proposals:
 
• FIS shareholders must approve the issuance of shares of FIS common stock in the merger.
 
• Metavante shareholders must approve and adopt the merger agreement and the transactions it contemplates.
 
FIS and Metavante will hold separate shareholders’ meetings to obtain these approvals. FIS shareholders will also consider and vote on proposals to issue shares of FIS common stock to be purchased by the equity capital investors as more fully described below under “FIS Proposals 2 and 3: The Investments.” A copy of the investment agreement is attached to this document as Appendix B.
 
This document contains important information about the merger, the equity capital investment and the meetings of the respective shareholders of FIS and Metavante, and you should read it carefully. The enclosed proxy card and instructions allow you to vote your shares without attending your respective shareholders’ meeting in person.
 
Your vote is important. We encourage you to vote as soon as possible.
 
The FIS board of directors unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
The Metavante board of directors unanimously recommends that the Metavante shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
Q: When and where will the shareholders’ meetings be held?
 
A: The FIS special meeting will be held at [          ] on [          ], 2009 at [          ], local time.
 
The Metavante special meeting will be held at [          ], on [          ], 2009 at [          ], local time.
 
Q: How do I vote?
 
A: If you are a shareholder of record of FIS as of the record date for the FIS special meeting or a shareholder of record of Metavante as of the record date for the Metavante special meeting, you may vote in person by attending your shareholders’ meeting or, to ensure your shares are represented at the meeting, you may vote by:
 
• accessing the Internet website specified on your proxy card;
 
• calling the toll-free number specified on your proxy card; or
 
• signing and returning the enclosed proxy card in the postage-paid envelope provided.


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If you hold FIS shares or Metavante shares in the name of a bank or broker, please see the discussion below.
 
Q: If my shares are held in street name by my broker, will my broker vote my shares for me?
 
A: If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to FIS or Metavante or by voting in person at your shareholders’ meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Further, brokers who hold shares of FIS or Metavante common stock on behalf of their customers may not give a proxy to FIS or Metavante to vote those shares on the Metavante merger proposal or the FIS share issuance proposals unless they have received voting instructions from their customers.
 
If you are a Metavante shareholder that holds shares in street name and you do not instruct your broker on how to vote your shares, your broker may not vote your shares, which will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
Q: What will happen if I fail to vote or I abstain from voting?
 
A: If you are a FIS shareholder and fail to vote, or abstain, it will count against obtaining a quorum for the proposal to approve the issuance of shares of FIS common stock in the merger and the proposals to issue shares of FIS common stock to the equity capital investors, which requires that the total votes cast represent a majority of the votes entitled to be cast on the proposal. If a quorum is present, the failure to vote or abstention will not count as a vote against the proposal to approve the issuance of shares of FIS common stock in the merger or the proposals to issue shares of FIS common stock to the equity capital investors.
 
If you are a Metavante shareholder and fail to vote, or abstain, it will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
Q: What will happen if I return my proxy card without indicating how to vote?
 
A: If you return your signed proxy card without indicating how to vote on any particular proposal, the FIS or Metavante common stock represented by your proxy will be voted in accordance with management’s recommendation on that proposal.
 
Q: Can I change my vote after I have returned a proxy or voting instruction card?
 
A: Yes. You can change your vote at any time before your proxy is voted at your respective shareholders’ meeting. You can do this in one of three ways:
 
• you can send a signed notice of revocation;
 
• you can grant a new, valid proxy by proxy card, Internet or telephone, with a later date; or
 
• if you are a holder of record, you can attend your shareholders’ meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.
 
If you choose either of the first two methods, you must submit your notice of revocation or your new signed proxy to the Corporate Secretary of FIS or Metavante, as appropriate, to be received no later than the beginning of the applicable shareholders’ meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote.
 
Q: What do I need to do now?
 
A: Carefully read and consider the information contained in and incorporated by reference into this document, including its appendices.
 
In order for your shares to be represented at your shareholders’ meeting:
 
• you can attend your shareholders’ meeting in person;


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• you can vote through the Internet or by telephone by following the instructions included on your proxy card; or
 
• you can indicate on the enclosed proxy card how you would like to vote and return the signed proxy card in the accompanying pre-addressed postage paid envelope.
 
Q: Do I have dissenter’s rights or appraisal rights?
 
A: No. Under Georgia law, holders of FIS common stock are not entitled to appraisal rights in connection with the share issuance proposal. Under Wisconsin law, the holders of Metavante common stock are not entitled to appraisal rights in connection with the merger.
 
Q: Is the merger expected to be taxable to Metavante shareholders or to FIS and/or Metavante?
 
A: Generally, no. The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended, which we refer to as the Code, and holders of Metavante common stock generally are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Metavante common stock for shares of FIS common stock in the merger, except with respect to cash received instead of fractional shares of FIS common stock. In addition, none of FIS, Metavante or Merger Sub will recognize any gain or loss for United States federal income tax purposes as a result of the merger. You should read “Material United States Federal Income Tax Consequences of the Merger” beginning on page [  ] for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. We urge you to consult your tax advisor to determine the tax consequences of the merger to you.
 
Q: Should I send in my Metavante stock certificates now?
 
A: No. Metavante shareholders should not send in any stock certificates now. After the merger is completed, FIS’ exchange agent will send former Metavante shareholders a letter of transmittal explaining what they must do to exchange their Metavante stock certificates for the merger consideration payable to them. The shares of FIS common stock that Metavante shareholders receive in the merger will be issued in book-entry form.
 
If you are a FIS shareholder, you are not required to take any action with respect to your FIS stock certificates.
 
Q: Who can help answer my questions?
 
A: FIS or Metavante shareholders who have questions about the merger or the other matters to be voted on at the shareholders’ meetings or who desire additional copies of this document or additional proxy cards should contact:
 
Georgeson
199 Water Street, 26th Floor
New York, NY 10038
Banks and brokers call (212) 440-9800
FIS shareholders call toll-free (800) 891-3214
Metavante shareholders call toll-free (866) 257-5565


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SUMMARY
 
This summary highlights information contained elsewhere in this document. It may not contain all of the information that is important to you. We urge you to carefully read the entire document and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page [  ]. Each item in this summary refers to the page of this document on which that subject is discussed in more detail.
 
The Merger (See page [  ])
 
A copy of the merger agreement is attached as Appendix A to this document. FIS and Metavante encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.
 
Structure of the Merger (See page [  ])
 
Subject to the terms and conditions of the merger agreement and in accordance with Wisconsin law and Delaware law, at the effective time of the merger, Metavante will be merged with and into Cars Holdings, LLC, a direct, wholly owned subsidiary of FIS formed for the purposes of the merger (referred to in this document as Merger Sub), with Merger Sub surviving the merger and remaining a wholly owned subsidiary of FIS. The effect of the merger will be that Metavante will be acquired by FIS and shares of Metavante common stock will no longer be publicly traded.
 
Consideration to be Received in the Merger (See page [  ])
 
Upon completion of the merger, each share of Metavante common stock outstanding immediately prior to completion of the merger will automatically be converted into the right to receive 1.35 shares of FIS common stock. The 1.35 exchange ratio is fixed and will not be adjusted based on changes following the date of the merger agreement in the market value of the common stock of Metavante or FIS or based on other changes. Because of this, the implied dollar value of the consideration to Metavante shareholders will fluctuate with changes in the market price of a share of FIS common stock. Based on the closing price of FIS common stock on the New York Stock Exchange on March 31, 2009, the last trading day before public announcement of the merger, the 1.35 exchange ratio represented $24.57 in value for each share of Metavante common stock. Based on the closing price of FIS common stock on the New York Stock Exchange on [          ], 2009, the latest practicable date before the date of this document, the exchange ratio represented $[     ] in value for each share of Metavante common stock. FIS will not issue any fractional shares of FIS common stock in the merger. Holders of Metavante common stock who would otherwise be entitled to a fractional share of FIS common stock will instead receive an amount in cash calculated by multiplying the fraction of a share by the average closing sale prices of FIS common stock on the New York Stock Exchange for the five full trading days preceding (but not including) the effective date of the merger. Shares of FIS common stock outstanding before the merger is completed will remain outstanding and will not be exchanged, converted or otherwise changed in the merger.
 
Treatment of Metavante Stock Awards (See page [  ])
 
The merger agreement specifies how equity compensation awards issued by Metavante prior to completion of the merger will be treated in the merger. Upon completion of the merger:
 
  •  each outstanding option issued by Metavante to acquire Metavante common stock will be converted into an option to purchase a number of shares of FIS common stock equal to the number of shares of Metavante common stock underlying such option immediately prior to the merger multiplied by the exchange ratio, with an exercise price that equals the exercise price of such option immediately prior to the merger divided by the exchange ratio;


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  •  each restricted share of Metavante common stock will be converted into a number of restricted shares of FIS common stock equal to the number of shares of Metavante common stock underlying such restricted share multiplied by the exchange ratio;
 
  •  each performance share denominated in shares of Metavante common stock will be converted into a number of restricted shares of FIS common stock equal to the number of shares of Metavante common stock underlying such performance share, at target, as of immediately prior to the merger multiplied by a fraction, the numerator of which is the number of whole calendar months remaining in the performance period and the denominator of which is the total number of calendar months in the performance period, multiplied by the exchange ratio, and a cash amount based upon the portion of the performance period that has been completed; and
 
  •  each stock unit denominated in shares of Metavante common stock will be converted into a number of shares of FIS common stock equal to the number of shares of Metavante common stock underlying such unit immediately prior to the merger multiplied by the exchange ratio.
 
FIS has generally agreed to assume at completion of the merger Metavante’s obligations with respect to the Metavante stock options, restricted shares, performance shares and stock units that are converted into FIS stock options and restricted shares as described above in accordance with the terms of the plans and agreements under which they have been granted.
 
Material United States Federal Income Tax Consequences of the Merger (See page [  ])
 
The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the parties’ respective obligations to complete the merger that each of FIS and Metavante receive a tax opinion to that effect. Accordingly, if you are a holder of Metavante common stock, the merger generally will be tax-free to you for United States federal income tax purposes as to the shares of FIS common stock that you receive in exchange for your shares of Metavante common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of fractional shares of FIS common stock that you would otherwise be entitled to receive. In addition, none of FIS, Metavante or Merger Sub will recognize any gain or loss for United States federal income tax purposes as a result of the merger.
 
The United States federal income tax consequences described above may not apply to all holders of Metavante common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.
 
Opinions of Financial Advisors
 
FIS (See page [  ])
 
Goldman Sachs.  Goldman, Sachs & Co. delivered its opinion to the FIS board of directors that, as of the date of the written fairness opinion, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement was fair from a financial point of view to FIS. The full text of the written opinion of Goldman Sachs, dated March 31, 2009, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix C. Goldman Sachs provided its opinion for the information and assistance of the FIS board of directors in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of FIS common stock should vote with respect to the merger or any other matter.
 
Banc of America Securities.  In connection with the merger, Banc of America Securities LLC, FIS’ financial advisor, delivered to the FIS board of directors a written opinion, dated March 31, 2009, as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock as provided for in the merger. The full text of the written opinion, dated March 31, 2009, of Banc of America Securities, which


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describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix D to this document and is incorporated by reference herein in its entirety. Banc of America Securities provided its opinion to the FIS board of directors for the benefit and use of FIS’ board of directors in connection with its evaluation of the merger. Banc of America Securities’ opinion addresses only the fairness to FIS of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement from a financial point of view and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger.
 
Metavante (See page [  ])
 
On March 31, 2009, Barclays Capital Inc., or Barclays Capital, provided its opinion to Metavante’s board of directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the exchange ratio to be offered to the shareholders of Metavante in the merger was fair to such shareholders.
 
The full text of Barclays Capital’s written opinion, dated as of March 31, 2009, which sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays Capital in rendering its opinion, is attached to this document as Appendix E. Holders of shares of Metavante common stock are encouraged to read the opinion carefully in its entirety. Barclays Capital provided its opinion for the use and benefit of Metavante’s board of directors in connection with its consideration of the merger. Barclays Capital’s opinion addresses only the fairness, from a financial point of view, of the exchange ratio to be offered to the shareholders of Metavante in the merger and does not constitute a recommendation to any shareholder of Metavante as to how such shareholder should vote with respect to the proposed transaction or any other matter.
 
Interests of Certain Persons in the Merger (See page [  ])
 
Metavante’s executive officers and directors have interests in the merger as individuals that are different from, or in addition to, the interests of Metavante’s shareholders generally. The Metavante board of directors was aware of these interests and considered them, among other matters, in approving and adopting the merger agreement and the transactions it contemplates. Messrs. David Coulter, James Neary and Adarsh Sarma, who are currently members of the Metavante board of directors, are also managing directors of Warburg Pincus LLC. As discussed below under the caption “— The Merger Agreement — Agreements with an Entity Affiliated with Warburg Pincus LLC,” WPM, which is affiliated with Warburg Pincus LLC, has entered into certain agreements with FIS, Merger Sub and Metavante in connection with the execution of the merger agreement. Stock options, restricted stock, performance shares and stock units in respect of Metavante stock will generally be assumed by FIS and converted into awards denominated in FIS common stock, as adjusted for the exchange ratio in the merger. Certain executive officers have change of control agreements with Metavante that provide them with severance and other benefits in connection with a qualifying termination of employment following a change of control such as the merger. Mr. Frank R. Martire, the current Chairman and Chief Executive Officer of Metavante, and Mr. Michael D. Hayford, the current President and Chief Operating Officer of Metavante, have each entered into an employment agreement and relocation letter agreement with FIS in connection with the entry into the merger agreement. Each employment agreement and relocation letter agreement is effective upon, and subject to, the closing of the merger and will amend, restate and supersede the executive’s existing employment and change of control agreement with Metavante. Upon completion of the merger, Mr. Martire will become one of the nine members of the board of directors of FIS. See “FIS Proposal 1 and Metavante Proposal 1: The Merger — Board of Directors and Management of FIS following Completion of the Merger.” Metavante’s executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the merger.


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Board of Directors of FIS Following Completion of the Merger (See page [  ])
 
Upon completion of the merger, the board of directors of FIS will consist of nine members comprised of:
 
  •  Mr. William P. Foley, the current chairman of the board of FIS, Mr. Lee Kennedy, the current President and Chief Executive Officer of FIS, plus four current non-employee directors of FIS designated by FIS (which will include the THL designee in the event the THL investment is completed);
 
  •  Mr. Frank R. Martire, the current Chairman and Chief Executive Officer of Metavante, plus one current non-employee director of Metavante designated by Metavante; and
 
  •  one individual designated by WPM.
 
Regulatory Approvals Required for the Merger (See page [  ])
 
We have agreed to use our reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. These approvals include the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, collectively referred to in this document as the HSR Act. FIS and Metavante have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals. On April 17, 2009, FIS and Metavante each filed its notification and report form under the HSR Act with the Antitrust Division of the United States Department of Justice, referred to in this document as the Antitrust Division, and the United States Federal Trade Commission, referred to in this document as the FTC.
 
Although we do not know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.
 
Conditions That Must Be Satisfied or Waived for the Merger to Occur (See page [  ])
 
We currently expect to complete the merger in the third quarter of 2009. However, as more fully described in this document and in the merger agreement, whether or when the merger will be completed depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:
 
  •  obtaining the approval of the issuance of FIS common stock in the merger from the FIS shareholders and the approval of the merger agreement and the transactions it contemplates from the Metavante shareholders;
 
  •  the approval of FIS’ common stock to be issued in the merger for listing on the New York Stock Exchange;
 
  •  obtaining required governmental and regulatory approvals;
 
  •  the absence of any legal prohibition on consummation of the merger;
 
  •  that none of the required governmental and regulatory approvals results in the imposition of conditions that would reasonably be expected to have a material adverse effect (measured on a scale relative to Metavante) on either party or the surviving company of the merger;
 
  •  the receipt of tax opinions in form and substance reasonably satisfactory to FIS and Metavante regarding the impact of the merger on the tax treatment of Metavante’s spin-off of Marshall & Ilsley Corporation, or M&I, on November 1, 2007 and FIS’ spin-off of Lender Processing Services, Inc., or LPS, on July 2, 2008;
 
  •  the accuracy of the representations and warranties of the parties to the merger agreement (subject to the materiality standards set forth in the merger agreement);
 
  •  material performance of all the covenants of the parties to the merger agreement; and
 
  •  the receipt of customary tax opinions as to the United States federal income tax treatment of the merger.


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Several of the conditions to the obligations of the parties to close are beyond our control and we cannot be certain when, or if, the conditions to the merger will be satisfied or waived. The obligations of FIS or Metavante to proceed with the merger are not conditioned upon the completion of either of the investments.
 
Termination of the Merger Agreement (See page [  ])
 
We may agree to terminate the merger agreement without completing the merger, even after shareholder approval, as long as the termination is approved by each of our boards of directors.
 
In addition, the merger agreement may be terminated by either party in the following circumstances:
 
  •  if any of the required governmental and regulatory approvals are denied (and the denial is final and nonappealable);
 
  •  if a governmental entity has issued a final and nonappealable order permanently enjoining or prohibiting the merger;
 
  •  if the merger has not been completed on or before December 31, 2009, unless the failure to complete the merger by that date is due to a breach of the merger agreement by the party seeking to terminate the agreement;
 
  •  if there is a breach by the other party that would cause the closing conditions described above not to be satisfied, unless the breach is capable of being, and is, cured within 30 days of notice of the breach;
 
  •  if the other party fails to recommend the approval of the transaction to its shareholders, modifies its recommendation in a manner adverse to the other party or recommends (or fails to recommend against) an alternative transaction;
 
  •  if the other party fails to substantially comply with its obligations relating to obtaining its shareholder vote or relating to not soliciting alternative transactions;
 
  •  if either requisite shareholder approval is not obtained; or
 
  •  to enter into a definitive agreement with respect to a superior proposal, if prior to obtaining its requisite shareholder approval, a party (1) receives a superior proposal from a third party that was not obtained in violation of such party’s obligation to refrain from soliciting alternative transactions, (2) notifies the other party of its intention to terminate the merger agreement and negotiates in good faith with the other party (to the extent the other party desires to negotiate) during a five day period to revise the terms of the merger agreement so that the other proposal ceases to be a superior proposal and (3) pays the termination fee.
 
Expenses and Termination Fees (See pages [  ] and [     ])
 
Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this document. Upon termination of the merger agreement under specified circumstances, FIS or Metavante may be required to pay the other party a termination fee of $175 million. See “The Merger Agreement — Termination Fee” beginning on page [  ] for a complete discussion of the circumstances under which a party may be required to pay a termination fee.
 
The Rights of Metavante Shareholders Will Be Governed by Georgia Law and by the FIS Governing Documents after the Merger (See page [  ])
 
The rights of Metavante shareholders will change as a result of the merger due to differences in FIS’ and Metavante’s governing documents and due to the fact that the companies are incorporated in different states (Metavante in Wisconsin and FIS in Georgia). Metavante shareholders will become FIS shareholders and their legal rights as shareholders will, following completion of the merger, be governed by Georgia law, the FIS amended and restated articles of incorporation and the FIS amended and restated bylaws. This document contains a description of the material differences in shareholder rights beginning on page [  ].


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No Appraisal Rights (See page [  ])
 
Under Georgia law, holders of FIS common stock are not entitled to appraisal rights in connection with the share issuances. Under Wisconsin law, the holders of Metavante common stock are not entitled to appraisal rights in connection with the merger.
 
Comparative Market Prices and Share Information (See page [  ])
 
FIS common stock is quoted on the New York Stock Exchange under the symbol “FIS.” Metavante common stock is quoted on the New York Stock Exchange under the symbol “MV.” The following table shows the closing sale prices of FIS common stock and Metavante common stock as reported on the New York Stock Exchange on March 31, 2009, the last trading day before we announced the merger, and on [          ], 2009, the last practicable trading day before the distribution of this document. This table also shows the implied value of the merger consideration proposed for each share of Metavante common stock, which we calculated by multiplying the closing price of FIS common stock on those dates by 1.35, the exchange ratio.
 
                         
                Implied Value of
 
                One Share of
 
    FIS Common
    Metavante
    Metavante
 
    Stock     Common Stock     Common Stock  
 
At March 31, 2009
  $ 18.20     $ 19.96     $ 24.57  
At [          ], 2009
  $       $       $  
 
The market price of FIS common stock and Metavante common stock will fluctuate prior to the special meetings and before the merger is completed, which will affect the implied value of the merger consideration to Metavante shareholders. You should obtain current market quotations for the shares.
 
Agreements with an Entity Affiliated with Warburg Pincus LLC (See page [  ])
 
In connection with the merger agreement, on March 31, 2009, WPM entered into a support agreement with FIS, Merger Sub and Metavante under which, subject to the terms and conditions thereof, WPM has agreed to vote all of the shares of Metavante common stock it holds in favor of the merger and against any proposal relating to alternative business combination transactions involving Metavante. As of the date of this document, WPM holds in the aggregate approximately 25% of the outstanding shares of Metavante common stock. In connection with the merger and based upon certain existing rights of WPM in respect of its investment in Metavante, WPM and FIS also entered into a shareholders agreement and a stock purchase right agreement. Subject to the terms and conditions set forth in the shareholders agreement, following completion of the merger, WPM will be entitled to nominate and have appointed one director to the board of directors of FIS and will be subject to certain limitations on its ability to transfer its shares of FIS common stock until 180 days after the closing date of the merger. The stock purchase right agreement, which is similar to an agreement WPM currently has with Metavante, provides WPM after the merger with the right to purchase from FIS shares of FIS common stock in accordance with formulas set forth in the stock purchase right agreement if employee stock options that were outstanding immediately prior to Metavante’s spin-off of M&I and which will be assumed by FIS in connection with the merger are exercised following the merger. The stock purchase right agreement with FIS would supersede WPM’s similar existing agreement with Metavante if and when the merger is consummated. In connection with these transactions, Metavante has agreed to reimburse WPM’s reasonable out-of-pocket expenses incurred by WPM and its affiliates in connection with the negotiation and completion of the transactions contemplated by these agreements. The reimbursement of such expenses is subject to a cap of $1.2 million in the aggregate.
 
Litigation Related to the Merger (See page [  ])
 
Certain litigation is pending in connection with the merger. See “FIS Proposal 1 and Metavante Proposal 1: The Merger — Litigation Related to the Merger” beginning on page [  ].
 
The Investments and the Investment Agreement
 
In connection with entering into the merger agreement, FIS has entered into an investment agreement providing for an equity capital investment in shares of FIS common stock by the equity capital investors.


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Under the investment agreement, immediately after the merger, (a) THL will purchase 12,861,736 shares of FIS common stock for an aggregate purchase price of approximately $200 million and (b) FNF will purchase 3,215,434 shares of FIS common stock for an aggregate purchase price of approximately $50 million. The price per share of FIS common stock under each of the THL and FNF investments is $15.55.
 
The consummation of the investments is subject to the satisfaction or waiver of certain conditions, including, among others, approval by FIS shareholders of the issuance of shares of FIS common stock to each of THL and FNF, the receipt of required governmental approvals and expiration of applicable waiting periods, the accuracy of the representations and warranties of the other party (subject to a material adverse effect standard), material compliance by the other party with its obligations under the investment agreement, and the consummation of the merger. While the obligations of FIS and the equity capital investors to proceed with the investment are conditioned upon the occurrence of the merger between FIS and Metavante, the obligations of FIS or Metavante to proceed with the merger are not conditioned upon the completion of either of the investments.
 
Following the completion of the investments, pursuant to the terms of the investment agreement and contingent upon THL maintaining specified ownership levels in FIS common stock, THL will have the right to designate one member to the FIS board of directors. The investment agreement also provides that neither THL nor FNF may transfer the shares purchased in the investments, subject to limited exceptions, for 180 days after the completion of the investments, and after such time provides THL and FNF with certain rights to have the offering of their shares of FIS common stock registered with the Securities and Exchange Commission.
 
In consideration for entering into the investment agreement, FIS has agreed to pay each of THL and FNF a transaction fee equal to 3% of their respective investments at the completion of the investments.
 
A copy of the investment agreement is attached as Appendix B to this document. We encourage you to read the entire agreement carefully.
 
Interests of Certain Persons in the Investments (see page [  ])
 
Certain of FIS’ executive officers and directors have interests in the transactions contemplated by the investment agreement as a result of the existing relationships between each of THL and FNF with FIS.
 
The Shareholder Meetings
 
The FIS Special Meeting (See page [  ])
 
The FIS special meeting will be held at [          ], on [          ], 2009 at [          ], local time. At the FIS special meeting, FIS shareholders will be asked to:
 
  •  approve the issuance of FIS common stock to Metavante shareholders in the merger, as contemplated by the merger agreement;
 
  •  approve the issuance of FIS common stock in connection with the investment by THL, as contemplated by the investment agreement;
 
  •  approve the issuance of FIS common stock in connection with the investment by FNF, as contemplated by the investment agreement; and
 
  •  consider and vote upon a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve any of the foregoing proposals.
 
The FIS board of directors has fixed the close of business on [          ], 2009 as the record date for the FIS special meeting. Only FIS shareholders of record at that time are entitled to notice of, and to vote at, the FIS special meeting, or any adjournment or postponement of the FIS special meeting. As of the record date, there were [          ] shares of FIS common stock entitled to vote at the FIS special meeting.
 
Each share of FIS common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by shareholders at the special meeting. The proposal to approve the issuance of shares


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of common stock in the merger and the proposals to issue shares of FIS common stock to the equity capital investors each requires the affirmative vote of a majority of all votes cast by the holders of common stock at the meeting. A FIS shareholder’s failure to vote, a broker non-vote or an abstention will count against obtaining a quorum for those proposals, which requires that the total votes cast represent a majority of the votes entitled to be cast on such proposal. If a quorum is present, a FIS shareholder’s failure to vote, a broker non-vote or an abstention will not count as a vote against the proposal to approve the issuance of shares of FIS common stock in the merger or the proposals to issue shares of FIS common stock to the equity capital investors.
 
As of the FIS record date, directors and executive officers of FIS and their affiliates had the right to vote [          ] shares of FIS common stock, or approximately [     ]% of the outstanding FIS common stock entitled to be voted at the FIS special meeting.
 
The FIS board of directors believes that the merger is in the best interests of FIS and its shareholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. The FIS board of directors also believe that the equity capital investments are in the best interests of FIS and its shareholders and has unanimously approved and adopted the investment agreement and the transactions it contemplates. For the factors considered by the FIS board of directors in reaching its decision to approve the merger agreement and the investment agreement and the transactions each agreement contemplates, see “FIS Proposal 1 and Metavante Proposal 1: The Merger — FIS’ Reasons for the Merger and the Investments; Recommendation of the FIS Board of Directors.” The FIS board of directors unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
The Metavante Special Meeting (See page [  ])
 
The Metavante special meeting will be held at [          ], on [          ], 2009 at [          ], local time. At the Metavante special meeting, Metavante shareholders will be asked to:
 
  •  consider and vote upon the approval and adoption of the merger agreement and the transactions it contemplates; and
 
  •  consider and vote upon a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal.
 
The Metavante board of directors has fixed the close of business on [          ], 2009 as the record date for the Metavante special meeting. Only Metavante shareholders of record at that time are entitled to notice of, and to vote at, the Metavante special meeting, or any adjournment or postponement of the Metavante special meeting. As of the record date, there were [          ] shares of Metavante common stock outstanding and entitled to vote at the Metavante special meeting.
 
Each share of Metavante common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by shareholders at the special meeting. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of Metavante common stock. Because the affirmative vote of a majority of all the votes entitled to be cast by the holders of Metavante common stock is needed for us to proceed with the merger, the failure to vote by proxy or in person will have the same effect as a vote against the merger. Abstentions also will have the same effect as a vote against the merger.
 
As of the Metavante record date, directors and executive officers of Metavante and their affiliates had the right to vote [          ] shares of Metavante common stock, or approximately [     ]% of the outstanding Metavante common stock entitled to vote at the Metavante special meeting.
 
WPM has entered into an agreement with FIS, Merger Sub and Metavante whereby, subject to the terms and conditions of that agreement, it has agreed to vote all of the Metavante shares it holds in favor of the


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merger. As of the date of this document, WPM holds in the aggregate approximately 25% of the outstanding shares of Metavante common stock.
 
The Metavante board of directors believes that the merger is in the best interests of Metavante and its shareholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. For the factors considered by the Metavante board of directors in reaching its decision to approve the merger agreement and the transactions it contemplates, see “FIS Proposal 1 and Metavante Proposal 1: The Merger — Metavante’s Reasons for the Merger; Recommendation of the Metavante Board of Directors.” The Metavante board of directors unanimously recommends that the Metavante shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
The Companies
 
Fidelity National Information Services, Inc. (See page [  ])
 
FIS is a leading provider of technology solutions, processing services and information-based services to the financial services industry. FIS offers a diversified service mix and benefits from the opportunity to cross-sell multiple services across its broad customer base. FIS is a member of the Standard and Poor’s 500 Index. As of December 31, 2008, FIS had over 14,000 customers in over 90 countries spanning all segments of the financial services industry. These customers include 40 of the top 50 world banks, including nine of the top 10, as ranked by Bankalmanac.com as of April 30, 2008, as well as mid-tier and community banks, credit unions, commercial lenders, automotive financial institutions, retailers and international customers. The company is located on the web at www.fidelityinfoservices.com. The principal executive offices of FIS are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 854-5000.
 
Additional information about FIS and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page [  ].
 
Metavante Technologies, Inc. (See page [  ])
 
Metavante’s wholly owned operating subsidiary, Metavante Corporation, delivers banking and payments technologies to approximately 8,000 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment transactions, outsourcing, and payment network solutions including the NYCE® Payment Network, an ATM/PIN debit network. Metavante began operations in 1964 as a wholly owned subsidiary of M&I providing community and regional banks with dependable, outsourced account processing services with a high level of client service. Since then, Metavante has become a provider of innovative, high quality products and services to the financial services, commercial, and health care insurance industries. With over 50 locations, Metavante recorded approximately $1.7 billion in revenue for the year ended December 31, 2008. The company is located on the web at www.metavante.com. The principal executive offices of Metavante are located at 4900 West Brown Deer Road, Milwaukee, Wisconsin 53223, and its telephone number is (414) 357-2290.
 
Additional information about Metavante and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page [  ].
 
Cars Holdings, LLC (See page [  ])
 
Cars Holdings, LLC, also referred to as Merger Sub, is a newly formed Delaware limited liability company and a direct, wholly owned subsidiary of FIS. The company was formed solely for the purpose of effecting the proposed merger with Metavante and has not carried on any activities other than in connection with the proposed merger. Merger Sub’s address is 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 854-5000.


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SELECTED HISTORICAL FINANCIAL DATA OF FIS
 
Set forth below are highlights from FIS’ consolidated financial data as of and for the years ended December 31, 2004 through 2008. On February 1, 2006, FIS completed the merger of FIS and Certegy Inc. For accounting and financial reporting purposes, the merger with Certegy was treated as a reverse acquisition of Certegy by FIS and purchase accounting was applied to the acquired assets and liabilities of Certegy pursuant to generally accepted accounting principles. Accordingly, FIS’ historical financial information for periods prior to the merger with Certegy is the historical financial information of FIS. On July 2, 2008, FIS completed the spin-off of its former lender processing services segment into a separate publicly traded company, Lender Processing Services, Inc., or LPS. For accounting purposes the results of LPS are presented as discontinued operations. Accordingly, all prior periods have been restated to present the results of FIS on a stand alone basis and include the results of LPS up to July 1, 2008 as discontinued operations. You should read this information in conjunction with FIS’ consolidated financial statements and related notes included in FIS’ Annual Report on Form 10-K, as amended by the Annual Report on Form 10-K/A, for the year ended December 31, 2008, which are incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” on page [  ].
 
                                         
    Year Ended December 31,  
    2008(1)(2)     2007(1)(2)     2006(2)     2005     2004  
          (In millions, except per share data)        
 
Statement of Earnings Data:
                                       
Processing and services revenues
  $ 3,446.0     $ 2,921.0     $ 2,416.5     $ 1,258.8     $ 981.8  
Cost of revenues
    2,636.9       2,265.8       1,872.2       939.0       733.1  
                                         
Gross profit
    809.1       655.2       544.3       319.8       248.7  
                                         
Selling, general and administrative expenses
    389.4       302.9       279.8       179.9       186.3  
Research and development costs
    84.8       70.4       70.9       85.7       40.3  
                                         
Operating income
    334.9       281.9       193.6       54.2       22.1  
Other income (expense)
    (155.7 )     102.1       (188.4 )     (127.3 )     19.3  
                                         
Earnings before income taxes, equity in earnings (loss) of unconsolidated entities, minority interest and discontinued operations
    179.2       384.0       5.2       (73.1 )     41.4  
Provision for income taxes
    57.6       136.2       (2.9 )     (32.9 )     12.7  
Equity in earnings (loss) of unconsolidated entities
    (0.2 )     2.8       5.8       5.0       (3.3 )
Minority interest
    (4.0 )     0.1       1.7       (6.7 )     (3.7 )
                                         
Net earnings from continuing operations
    117.4       250.7       15.6       (41.9 )     21.7  
Earnings from discontinued operations, net of tax
    97.4       310.5       243.5       238.5       167.7  
                                         
Net earnings
  $ 214.8     $ 561.2     $ 259.1     $ 196.6     $ 189.4  
                                         
Net earnings per share — basic from continuing operation(3)
  $ 0.61     $ 1.30     $ 0.08     $ (0.33 )   $ 0.17  
Net earnings per share — basic from discontinued operations(3)
    0.51       1.61       1.31       1.86       1.31  
Net earnings per share — basic(3)
  $ 1.12     $ 2.91     $ 1.39     $ 1.54     $ 1.48  
Weighted average shares — basic
    191.6       193.1       185.9       127.9       127.9  
Net earnings per share — diluted from continuing operations(3)
  $ 0.61     $ 1.28     $ 0.08     $ (0.33 )   $ 0.17  
Net earnings per share — diluted from discontinued operations(3)
    0.50       1.58       1.29       1.86       1.31  
Net earnings per share — diluted(3)
  $ 1.11     $ 2.86     $ 1.37     $ 1.53     $ 1.48  
Weighted average shares — diluted
    193.5       196.5       189.2       128.4       127.9  
 
(1) eFunds Corporation’s results of operations are included in earnings from September 12, 2007, the eFunds acquisition date.


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(2) Certegy’s results of operations are included in earnings from February 1, 2006, the date of the merger with Certegy.
 
(3) Net earnings per share are calculated, for all periods prior to 2006, using the shares outstanding following FIS’ formation as a holding company, adjusted as converted by the exchange ratio (0.6396) in the Certegy merger.
 
                                         
    As of December 31,  
    2008(1)     2007     2006     2005(2)     2004  
          (In millions, except per share data)        
 
Balance Sheet Data:
                                       
Cash and cash equivalents
  $ 220.9     $ 355.3     $ 211.8     $ 133.2     $ 190.9  
Goodwill
    4,194.0       5,326.8       3,737.5       1,787.7       1,757.8  
Other intangible assets
    924.3       1,030.6       1,010.0       508.8       629.2  
Total assets
    7,514.0       9,794.6       7,630.6       4,189.0       4,002.9  
Total long-term debt
    2,514.5       4,275.4       3,009.5       2,564.1       431.2  
Minority interest
    164.2       14.2       13.0       13.1       13.6  
Total stockholders’ equity
    3,532.8       3,781.2       3,142.7       694.6       2,754.8  
Cash dividends declared per share
  $ 0.20     $ 0.20     $ 0.20     $     $  
 
 
(1) FIS’ LPS business was spun-off as of July 2, 2008.
 
(2) On March 8, 2005, FIS paid a dividend to Fidelity National Financial, Inc., its former parent, of $2.7 billion as part of a recapitalization transaction.


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SELECTED HISTORICAL FINANCIAL DATA OF METAVANTE
 
The following table of selected financial data presents Metavante and its consolidated subsidiaries as of and for the years ended December 31, 2008 and 2007, and Metavante Corporation and its consolidated subsidiaries as of and for the years ended December 31, 2006, 2005, and 2004. Metavante Corporation was a wholly owned subsidiary of M&I until the completion of Metavante’s spin-off of M&I on November 1, 2007. You should read this information in conjunction with Metavante’s consolidated financial statements and related notes included in Metavante’s Annual Report on Form 10-K, as amended by the Annual Report on Form 10-K/A, for the year ended December 31, 2008, which are incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” on page [  ]
 
                                         
    Year Ended December 31,  
    2008     2007     2006     2005     2004  
          (In millions, except per share data)        
 
Results of operations information:
                                       
Total revenue
  $ 1,707.3     $ 1,598.1     $ 1,504.2     $ 1,285.0     $ 1,015.4  
Income from operations(1)
    337.6       152.9       272.0       228.5       146.5  
Income before income taxes(1)
    230.7       120.0       240.5       192.9       125.8  
Provision for income taxes
    83.3       70.6       80.4       73.3       49.0  
Net income(1)
    147.4       49.5       160.1       119.5       76.8  
Net earnings per share(2):
                                       
Basic
  $ 1.24     $ 0.42                    
Diluted
  $ 1.23     $ 0.41                    
Weighted average shares, basic
    119.1       118.9                    
Weighted average shares, diluted
    119.9       119.9                    
Financial condition information (at period end):
                                       
Current assets
  $ 1,099.0     $ 1,013.5     $ 940.6     $ 905.5     $ 816.7  
Total assets
    3,157.0       3,100.0       3,015.3       2,857.8       2,413.6  
Current liabilities
    825.1       856.5       571.1       647.2       659.6  
Long-term debt
    1,719.4       1,737.0       982.0       982.4       1,024.3  
Shareholders’ equity
    361.0       299.4       1,262.1       1,035.7       576.1  
Other information:
                                       
Cash flow from operating activities
  $ 302.5     $ 345.4     $ 292.4     $ 250.3     $ 211.2  
Capital expenditures
    137.5       143.4       109.4       112.0       87.5  
Depreciation
    38.7       40.5       40.9       40.4       35.7  
Amortization
    116.1       114.9       103.6       98.7       94.9  
 
 
(1) 2007 includes non-cash impairment charges of goodwill and other long-lived assets and non-recurring charges associated with the separation from M&I.
 
(2) Weighted average shares for 2007 was calculated from November 2, 2007 through December 31, 2007, which represents the actual number of days that shares of Metavante’s common stock were publicly traded. Net earnings per share were not calculated for 2006, 2005, and 2004 because Metavante was a wholly owned subsidiary of M&I.


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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
The unaudited pro forma condensed combined statement of earnings combines the historical consolidated statements of earnings of FIS and Metavante, giving effect to the merger and the equity capital investments, as if they had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of FIS and Metavante, giving effect to the merger and the equity capital investments as if they had occurred on December 31, 2008. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statement of earnings, expected to have a continuing impact on the combined results. The unaudited selected pro forma combined financial information has been derived from and should be read in conjunction with the consolidated financial statements and the related notes of both FIS and Metavante, which are incorporated in this document by reference and more detailed unaudited pro forma condensed combined financial information, including the notes thereto, appearing elsewhere in this document. See “Where You Can Find More Information” on page [  ] and “Unaudited Pro Forma Condensed Combined Financial Information” on page [  ].
 
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined at the beginning of each period presented, nor the impact of possible business model changes. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.
 
           
    For The Year Ended
 
    December 31, 2008  
    (In millions, except
 
    per share data)  
 
Unaudited Pro Forma Condensed Combined Statement of Earnings Data:
         
Processing and services revenues
  $ 5,072 .1  
Cost of revenues
  $ 3,805 .4  
Operating Income
  $ 517 .3  
Net earnings from continuing operations
  $ 160 .6  
Net earnings per share — basic from continuing operations
  $ 0 .44  
Net earnings per share — diluted from continuing operations
  $ 0 .43  
Weighted average shares outstanding — basic
    368 .6  
Weighted average shares outstanding — diluted
    377 .1  
 
         
    As of
 
    December 31,
 
    2008  
    (In millions)  
 
Unaudited Pro Forma Condensed Combined Balance Sheet Data:
       
Cash and cash equivalents
  $ 373.5  
Total current assets
  $ 2,162.6  
Working capital
  $ 556.5  
Total assets
  $ 13,373.7  
Long-term debt, excluding current portion
  $ 3,812.4  
Total stockholders’ equity
  $ 6,840.4  


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COMPARATIVE PER SHARE DATA
 
The following table sets forth for FIS common stock and Metavante common stock certain historical, pro forma and pro forma-equivalent per share financial information. The pro forma and pro forma-equivalent per share information give effect to the merger and equity capital investments as if they had occurred on the dates presented, in the case of the book value data, and as if it had occurred on January 1, 2008, in the case of the net income and dividends paid data. The unaudited pro forma data in the tables assume that the merger is accounted for using the acquisition method of accounting and represents a current estimate based on available information of the combined company’s results of operations. The pro forma financial adjustments record the assets and liabilities of Metavante at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analyses are performed. See “Unaudited Pro Forma Condensed Combined Financial Information” on page [  ]. The information in the following table is based on, and should be read together with, the historical financial information that we have presented in the prior filings of FIS and Metavante with the SEC. See “Where You Can Find More Information” on page [  ].
 
We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses and revenue enhancement opportunities. The unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of possible business model changes as a result of current market conditions which may impact revenues, expense efficiencies, asset dispositions, share repurchases and other factors. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods nor is it indicative of the results of operations in future periods or the future financial position of the combined company. The Comparative Per Share Data Table for the year ended December 31, 2008 combines the historical income per share data of FIS and subsidiaries and Metavante and subsidiaries giving effect to the transactions as if the merger, using the acquisition method of accounting, and the equity capital investments had become effective on January 1, 2008. The pro forma adjustments are based upon available information and certain assumptions that FIS management believes are reasonable. Upon completion of the merger, the operating results of Metavante will be reflected in the consolidated financial statements of FIS on a prospective basis.
 
                                 
                      Equivalent
 
                      Pro Forma
 
                      Amount
 
    FIS
    Metavante
    Pro Forma
    per share of
 
    Historical     Historical     Combined     Metavante(1)  
 
As of and for the Year Ended
December 31, 2008
                               
Basic net income per share of common stock from continuing operations
  $ 0.61     $ 1.24     $ 0.44     $ 0.59  
                                 
Diluted net income per share of common stock from continuing operations
  $ 0.61     $ 1.23     $ 0.43     $ 0.57  
                                 
Book value per share of common stock
  $ 18.51     $ 3.01     $ 18.56       25.06  
                                 
Cash dividends declared per share of common stock
  $ 0.20     $     $ 0.20       0.27  
                                 
 
 
(1) Reflects Metavante shares at the exchange ratio of 1.35


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RISK FACTORS
 
In addition to the other information included in and incorporated by reference into this document, including the risk factors and other information set forth in the Annual Report on Form 10-K of FIS for the fiscal year ended December 31, 2008, filed with the SEC on February 27, 2009 (as amended on March 10, 2009), and in the Annual Report on Form 10-K of Metavante for the fiscal year ended December 31, 2008, filed with the SEC on February 20, 2009 (as amended on April 30, 2009), and the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors before deciding whether to vote for the approval and adoption of the merger agreement and the transactions it contemplates, in the case of Metavante shareholders, or for the issuances of shares of FIS common stock, in the case of FIS shareholders. For further discussion of these and other risk factors, please see FIS’ and Metavante’s periodic reports and other documents incorporated by reference into this document. See “Where You Can Find More Information”, beginning on page [  ].
 
Because the exchange ratio is fixed and will not be adjusted, and the market price of shares of FIS common stock will fluctuate, Metavante and FIS shareholders cannot be sure of the market value of the shares of FIS common stock at the time they are issued in the merger.
 
The exchange ratio in the merger is fixed and will not be adjusted to reflect any increase or decrease in the price of FIS common stock or Metavante common stock. If the price of FIS common stock has declined from currently prevailing levels as of the date the merger is completed, the market value of the FIS shares received by Metavante shareholders upon completion of the merger will decline commensurately relative to the value on the date of this document. The market price of a share of FIS common stock on the date of the completion of the merger is likely to be different, and may be lower, than it was on the date of this document or on the date of the FIS and Metavante shareholder meetings.
 
Stock price changes may result from a variety of factors (many of which may not be within FIS’ or Metavante’s control), including;
 
  •  general market and economic conditions;
 
  •  changes in the businesses, operations and prospects of FIS or Metavante;
 
  •  investor behavior and strategies, including assessments as to whether and when the merger will be completed; and
 
  •  governmental, litigation and/or regulatory developments or considerations.
 
Shareholders of FIS and Metavante are urged to obtain current market quotations for FIS and Metavante common stock.
 
We may fail to realize the anticipated cost savings and other financial benefits of the merger on the anticipated schedule, if at all.
 
To achieve planned financial benefits of the merger, FIS will need to successfully integrate Metavante’s operations into its own in a timely and efficient manner and will need to execute transitional matters successfully, including integrating new members of FIS management and the retention of key Metavante personnel. Currently, each company operates as an independent public company. Achieving the anticipated cost savings and financial benefits of the merger will depend in part upon whether FIS integrates Metavante’s businesses in an efficient and effective manner. There can be no assurance that FIS will be able to accomplish this integration process smoothly or successfully. In addition, the integration of certain operations following the merger will require the dedication of significant management resources, which will compete for management’s attention with its efforts to manage the day-to-day business of the combined company. Any inability to realize the full extent of, or any of, the anticipated cost savings and financial benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect on the business and results of operations of the combined company, which may affect the market price of FIS common stock.


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Members of Metavante’s and FIS’ management and certain directors have interests in the merger and the investments, respectively, that are different from, or in addition to, your interests.
 
Executive officers of FIS and Metavante negotiated the terms of the merger agreement, and the FIS and Metavante boards approved the merger, and recommended that their respective shareholders vote to approve, the issuance of shares in connection with the merger or the merger itself, as applicable. In addition, executive officers of FIS negotiated the terms of the investment agreement, and the FIS board approved, and recommended that its shareholders vote to approve, the issuance of shares in connection with the investments. In considering these facts and the other information contained in this document, you should be aware that some members of Metavante’s and FIS’ management and certain members of their boards have economic interests in the merger and the investments, respectively, that are different from, or in addition to, the interests of FIS and Metavante shareholders generally. Please see “FIS Proposal 1 and Metavante Proposal 1: The Merger — Interests of Certain Persons in the Merger” and “FIS Proposal 2 and Proposal 3: The Investments — Interests of Certain Persons in the Investments” for information about these economic interests.
 
The merger is subject to the receipt of consents and approvals from government entities. Such approvals may not be obtained or may impose conditions that could have an adverse effect on the combined company following the merger.
 
Completion of the merger is conditioned, among other things, upon the receipt of certain governmental approvals, including the expiration or termination of the applicable waiting period under the HSR Act. Although FIS and Metavante have agreed in the merger agreement to use their reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained. In addition, the governmental authorities from which these approvals are required may impose conditions on the completion of the merger or require changes to the terms of the merger. Although FIS and Metavante do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of FIS following the merger. In addition, under the terms of the merger agreement, neither party is obligated to complete the merger if any such condition or change would reasonably be expected to have a material adverse effect (as measured on a scale relative to Metavante) on either party or the surviving company in the merger.
 
The shares of FIS common stock to be received by Metavante shareholders as a result of the merger will have different rights from the shares of Metavante common stock.
 
Upon the completion of the merger, Metavante shareholders will become FIS shareholders and their rights as shareholders will be governed by the amended and restated articles of incorporation and bylaws of FIS and by the applicable laws of the State of Georgia, where FIS is incorporated. The rights associated with Metavante common stock are different from the rights associated with FIS common stock. Please see “Comparison of Rights of FIS and Metavante Shareholders” beginning on page [  ] for a discussion of the different rights associated with FIS common stock.
 
Failure to complete the merger could negatively impact FIS and Metavante.
 
If the merger is not completed, the ongoing businesses of FIS or Metavante may be adversely affected and there may be various consequences, including:
 
  •  the business of each party may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus on the merger, without realizing any of the anticipated benefits of the merger; and
 
  •  the market price of the common stock of FIS and/or Metavante may be negatively impacted.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This document contains or incorporates by reference certain forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of each of FIS and Metavante and the benefits of the merger between FIS and Metavante, which are subject to numerous assumptions, risks, and uncertainties. These forward-looking statements are found at various places throughout this document, including in the section entitled “Risk Factors” beginning on page [  ]. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential,” “possible” or other similar expressions. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including:
 
  •  the effect of governmental regulations, including the possibility that there are unexpected delays in obtaining regulatory approvals;
 
  •  any changes in economic conditions;
 
  •  competitive pressures on product pricing and services;
 
  •  the risk that the merger may fail to achieve beneficial synergies or that it may take longer than expected to do so;
 
  •  the risk of reduction in revenue from the elimination of existing and potential customers due to consolidation in the banking, retail and financial services industries and its impact on the customer bases of FIS and Metavante;
 
  •  the failure to adapt to changes in technology or in the marketplace;
 
  •  the failure to obtain approval of FIS’ and Metavante’s shareholders;
 
  •  the effect of litigation on the companies or the completion of the merger;
 
  •  delays associated with integrating the companies, including employees and operations, after the merger is completed;
 
  •  actions that may be taken by the competitors, customers and suppliers of FIS or Metavante that may cause the merger to be delayed or not completed; and
 
  •  other risks discussed and identified in public filings with the SEC made by FIS or Metavante.
 
All forward-looking statements included in this document are based on information available at the time of the document. Neither FIS nor Metavante assumes any obligation to update any forward-looking statement.
 
For additional information about factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, please see the reports that FIS and Metavante have filed with the SEC as described under “Where You Can Find More Information” beginning on page [  ].


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THE FIS SPECIAL MEETING
 
This section contains information from FIS for FIS shareholders about the special meeting of FIS shareholders that has been called to consider and vote upon the proposal to approve the issuance of FIS common stock in the merger and the proposals to approve the issuance of shares of FIS common stock to the equity capital investors.
 
Together with this document, we are also sending you a notice of the FIS special meeting and a form of proxy that is solicited by the FIS board of directors. The FIS special meeting will be held at [  ] on [  ], 2009 at [  ], local time.
 
Matters to Be Considered
 
The purpose of the FIS special meeting is to consider and vote on:
 
  •  a proposal to approve the issuance of FIS common stock to Metavante shareholders in the merger, as contemplated by the merger agreement;
 
  •  a proposal to approve the issuance of FIS common stock in connection with the purchase by THL, as contemplated by the investment agreement;
 
  •  a proposal to approve the issuance of FIS common stock in connection with the purchase by FNF, as contemplated by the investment agreement; and
 
  •  a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve any of the foregoing proposals.
 
Proxies
 
Each copy of this document mailed to holders of FIS common stock is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the Internet. If you hold stock in your name as a shareholder of record and are voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the special meeting, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth in the enclosed proxy card instructions. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker.
 
If you hold stock in your name as a shareholder of record, you may revoke any proxy at any time before it is voted by signing and returning a proxy card with a later date, delivering a written revocation letter to FIS’ Corporate Secretary, or by attending the special meeting in person, notifying the Corporate Secretary that you are revoking your proxy, and voting by ballot at the special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.
 
Any shareholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying the Corporate Secretary) of a shareholder at the special meeting will not constitute revocation of a previously given proxy. Written notices of revocation and other communications about revoking your proxy should be addressed to:
 
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
 
  Attention:   Ronald D. Cook
Executive Vice President,
General Counsel and Corporate Secretary
 
If your shares are held in “street name” by a bank or broker, you should follow the instructions of your bank or broker regarding the revocation of proxies.


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All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions you provide on the proxy card or as you instruct via Internet or telephone. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” approval of the issuance of shares of FIS common stock in the merger, “FOR” approval of the proposals to issue shares of FIS common stock to the equity capital investors, and “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. According to the FIS amended and restated bylaws, only business within the purpose or purposes described in the notice of special meeting may be conducted at the meeting.
 
Solicitation of Proxies
 
In accordance with the merger agreement, the cost of proxy solicitation for the FIS special meeting will be borne by FIS, except that FIS and Metavante will share equally all expenses incurred in connection with the filing of the registration statement of which this document forms a part with the SEC and the printing and mailing of this document. FIS and Metavante have also made arrangements with Georgeson to assist them in soliciting proxies and have agreed to pay them $[ ], plus reasonable expenses for these services. If necessary, FIS may use several of its regular employees, who will not be specially compensated, to solicit proxies from FIS shareholders, either personally or by telephone, facsimile, letter or other electronic means. FIS will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on [  ], 2009 and will provide customary reimbursement to such firms for the cost of forwarding these materials.
 
Record Date
 
The close of business on [     ], 2009 has been fixed as the record date for determining the FIS shareholders entitled to receive notice of and to vote at the special meeting. At that time, [     ] shares of FIS common stock were outstanding, held by approximately [     ] holders of record.
 
Quorum
 
In order to conduct voting at the special meeting, there must be a quorum. The proposal to approve the issuance of shares of FIS common stock in the merger and the proposals to issue shares of FIS common stock to the equity capital investors each have a quorum requirement, under the applicable New York Stock Exchange rules, that the total votes cast represent a majority of the votes entitled to be cast on such proposal; therefore a FIS shareholder’s failure to vote on one of the proposals, a broker non-vote on one of the proposals or an abstention will count against obtaining a quorum for such proposal.
 
Vote Required
 
Each share of FIS common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by shareholders at the special meeting. The proposal to approve the issuance of shares of FIS common stock in the merger and the proposals to issue shares of FIS common stock to the equity capital investors each requires the affirmative vote of a majority of all votes cast by the holders of common stock at a meeting. If a quorum is present, a FIS shareholder’s failure to vote, a broker non-vote or an abstention will not count as a vote against the proposal to approve the issuance of shares of FIS common stock in the merger or the proposals to issue shares of FIS common stock to the equity capital investors because approval of each proposal is based on the affirmative vote of a majority of votes cast.
 
The special meeting may be adjourned by the holders of a majority of the voting shares represented at the meeting, whether or not a quorum is present, to reconvene at a specific time and place, but no later than 120 days after the date fixed for the original meeting.
 
The FIS board of directors urges FIS shareholders to promptly vote by: accessing the Internet site listed in the proxy card instructions if voting through the Internet; calling the toll-free number listed in the proxy card instructions if voting by telephone; or completing, dating, and signing the accompanying proxy card and


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returning it promptly in the enclosed postage-paid envelope. If you hold your stock in “street name” through a bank or broker, please vote by following the voting instructions of your bank or broker.
 
Shareholders will vote at the meeting by ballot. Votes cast at the meeting, in person or by proxy, will be tallied by FIS’ inspector of election.
 
As of the record date, directors and executive officers of FIS had the right to vote approximately [     ] shares of FIS common stock, or approximately [     ]% of the outstanding FIS shares entitled to vote at the special meeting. FIS currently expects that these individuals will vote their shares of FIS common stock in favor of the proposals to be presented at the special meeting.
 
Recommendation of the FIS Board of Directors
 
The FIS board of directors believes that the merger is in the best interests of FIS and its shareholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. The FIS board of directors also believes that the equity capital investments are in the best interests of FIS and its shareholders and has unanimously approved and adopted the investment agreement and the transactions it contemplates. For the factors considered by the FIS board of directors in reaching its decision to approve the merger agreement and the investment agreement and the transactions they each contemplate, see “FIS Proposal 1 and Metavante Proposal 1: The Merger — FIS’ Reasons for the Merger and the Investments; Recommendation of the FIS Board of Directors.” The FIS board of directors unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
Attending the Meeting
 
All holders of FIS common stock, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Shareholders of record can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. FIS reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.


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THE METAVANTE SPECIAL MEETING
 
This section contains information from Metavante for Metavante shareholders about the special meeting of Metavante shareholders that has been called to consider a proposal to approve and adopt the merger agreement and the transactions it contemplates.
 
Together with this document, we are also sending you a notice of the Metavante special meeting and a form of proxy that is solicited by the Metavante board of directors. The Metavante special meeting will be held at [     ], on [     ], 2009 at [     ], local time.
 
Matters to Be Considered
 
The purpose of the Metavante special meeting is to consider and vote on:
 
  •  a proposal to approve and adopt the merger agreement and the transactions it contemplates; and
 
  •  a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal.
 
Proxies
 
Each copy of this document mailed to holders of Metavante common stock is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the Internet. If you hold stock in your name as a shareholder of record and are voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the special meeting, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth in the enclosed proxy card instructions. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker.
 
If you hold stock in your name as a shareholder of record, you may revoke any proxy at any time before it is voted by signing and returning a proxy card with a later date, delivering a written revocation letter to Metavante’s Secretary, or by attending the special meeting in person, notifying the Secretary that you are revoking your proxy, and voting by ballot at the special meeting. If you have voted your shares by telephone or through the Internet, you may revoke your prior telephone or Internet vote by recording a different vote, or by signing and returning a proxy card dated as of a date that is later than your last telephone or Internet vote.
 
Any shareholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying the Secretary) of a shareholder at the special meeting will not constitute revocation of a previously given proxy. Written notices of revocation and other communications about revoking your proxy should be addressed to:
 
Metavante Technologies, Inc.
4900 West Brown Deer Road
Milwaukee, Wisconsin 53223
Attention: Donald W. Layden, Jr.
Senior Executive Vice President,
General Counsel and Secretary
 
If your shares are held in “street name” by a bank or broker, you should follow the instructions of your bank or broker regarding the revocation of proxies.
 
All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions you provide on the proxy card or as you instruct via Internet or telephone. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” approval and adoption of the merger agreement and the


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transactions it contemplates, and “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. Under Wisconsin law, only business within the purpose described in the notice of special meeting may be conducted at the meeting.
 
Solicitation of Proxies
 
In accordance with the merger agreement, the cost of proxy solicitation for the Metavante special meeting will be borne by Metavante, except that FIS and Metavante will share equally all expenses incurred in connection with the filing of the registration statement of which this document forms a part with the SEC and the printing and mailing of this document. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Metavante, without additional remuneration, by personal interview, telephone, letter, facsimile or other electronic means. FIS and Metavante have also made arrangements with Georgeson to assist them in soliciting proxies and have agreed to pay them $[ ], plus reasonable expenses for these services. Metavante will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on [     ], 2009 and will provide customary reimbursement to such firms for the cost of forwarding these materials.
 
Record Date
 
The close of business on [     ], 2009 has been fixed as the record date for determining the Metavante shareholders entitled to receive notice of and to vote at the special meeting. At that time, [     ] shares of Metavante common stock were outstanding, held by approximately [     ] holders of record.
 
Quorum
 
A majority of the votes entitled to be cast by the shares entitled to vote must be present or represented by proxy to constitute a quorum for action on the matters to be voted upon at the special meeting. All shares of Metavante common stock represented at the Metavante special meeting, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Metavante special meeting.
 
Vote Required
 
Each share of Metavante common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by shareholders at the special meeting. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding shares of Metavante common stock. Because the affirmative vote of a majority of all the votes entitled to be cast by the holders of Metavante common stock is needed for us to proceed with the merger, the failure to vote by proxy or in person will have the same effect as a vote against the merger. Abstentions also will have the same effect as a vote against the merger. Accordingly, the Metavante board of directors urges Metavante shareholders to promptly vote by completing, dating, and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope, or, if you hold your stock in “street name” through a bank or broker, by following the voting instructions of your bank or broker. If you hold stock in your name as a shareholder of record, you may complete, sign, date and mail your proxy card in the enclosed postage paid return envelope as soon as possible, vote by calling the toll-free number listed on the Metavante proxy card, vote by accessing the Internet site listed on the Metavante proxy card or vote in person at the Metavante special meeting. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the voting instruction form included with these materials and forwarded to you by your bank or broker. This voting instruction form provides instructions on voting by mail, telephone or on the Internet.
 
Any adjournments of the special meeting by vote of shareholders for the purpose of soliciting additional proxies or for any other purpose must be approved by the affirmative vote of a majority of the shares represented at the special meeting.
 
Shareholders will vote at the meeting by ballot. Votes cast at the meeting, in person or by proxy, will be tallied by Metavante’s inspector of election.


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As of the record date, directors and executive officers of Metavante had the right to vote approximately [     ] shares of Metavante common stock, or approximately [     ]% of the outstanding Metavante shares entitled to vote at the special meeting. Metavante currently expects that these individuals will vote their shares of Metavante common stock in favor of the proposals to be presented at the special meeting.
 
WPM has entered into an agreement with FIS, Merger Sub and Metavante whereby, subject to the terms and conditions of that agreement, it has agreed to vote all of the Metavante shares it holds in favor of the merger. As of the date of this document, WPM holds in the aggregate approximately 25% of the outstanding shares of Metavante common stock.
 
Recommendation of the Metavante Board of Directors
 
The Metavante board of directors has approved and adopted the merger agreement and the transactions it contemplates, including the merger. The Metavante board of directors determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of Metavante and its shareholders. The Metavante board of directors unanimously recommends that the Metavante shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates. See “FIS Proposal 1 and Metavante Proposal 1: The Merger — Metavante’s Reasons for the Merger; Recommendation of the Metavante Board of Directors” on page [  ] for a more detailed discussion of the Metavante board of directors’ recommendation.
 
Attending the Meeting
 
All holders of Metavante common stock, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Shareholders of record can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted. Metavante reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.


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INFORMATION ABOUT THE COMPANIES
 
Fidelity National Information Services, Inc.
 
FIS is a leading provider of technology solutions, processing services and information-based services to the financial services industry. FIS offers a diversified service mix and benefits from the opportunity to cross-sell multiple services across its broad customer base. FIS is a member of the Standard and Poor’s 500 Index. As of December 31, 2008, FIS had over 14,000 customers in over 90 countries spanning all segments of the financial services industry. These customers include 40 of the top 50 world banks, including nine of the top 10, as ranked by Bankalmanac.com as of April 30, 2008, as well as mid-tier and community banks, credit unions, commercial lenders, automotive financial institutions, retailers and international customers. The company is located on the web at www.fidelityinfoservices.com
 
Additional information about FIS and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page [  ].
 
The principal executive office of FIS is located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 854-5000.
 
Metavante Technologies, Inc.
 
Metavante Technologies’ wholly owned operating subsidiary, Metavante Corporation, delivers banking and payments technologies to approximately 8,000 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment transactions, outsourcing, and payment network solutions including the NYCE® Payment Network, an ATM/PIN debit network. Metavante began operations in 1964 as a wholly owned subsidiary of M&I providing community and regional banks with dependable, outsourced account processing services with a high level of client service. Since then, Metavante has become a provider of innovative, high quality products and services to the financial services, commercial, and health care insurance industries. With over 50 locations, Metavante recorded approximately $1.7 billion in revenue for the year ended December 31, 2008. The company is located on the web at www.metavante.com.
 
Additional information about Metavante and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page [  ].
 
The principal executive office of Metavante is located at 4900 West Brown Deer Road, Milwaukee, Wisconsin 53223, and its telephone number is (414) 357-2290.
 
Cars Holdings, LLC
 
Cars Holdings, LLC, also referred to as Merger Sub, is a newly formed Delaware limited liability company and a wholly owned subsidiary of FIS. The company was formed solely for the purpose of effecting the proposed merger with Metavante and has not carried on any activities other than in connection with the proposed merger.
 
The principal executive office of Merger Sub is located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number is (904) 854-5000.


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RECENT DEVELOPMENTS
 
Fidelity National Information Services, Inc. — Unaudited First Quarter Results
 
On April 28, 2009, FIS reported its financial results for the first quarter of 2009. The consolidated revenue of FIS of $797.8 million declined 3.9% in U.S. dollars and increased 0.3% in constant currency compared to $830.3 million in the first quarter of 2008. GAAP net earnings from continuing operations attributable to common stockholders totaled $34.3 million, or $0.18 per share, compared to $0.06 per share in the first quarter of 2008. The increase was attributable to improved operating performance, lower interest expense and a lower share count, partially offset by a slightly higher tax rate.
 
Metavante Technologies, Inc. — Unaudited First Quarter Results
 
On April 24, 2009, Metavante announced first quarter earnings of $40.3 million, or $0.34 per share, compared to $35.0 million, or $0.29 per share, in the first quarter of 2008. Metavante also reported first quarter revenue of $426.9 million, up 1 percent compared to $424.6 million in the first quarter of 2008. Organic growth was driven by higher processing activity that more than offset lower termination fees and software license revenue. Metavante’s segment operating income for the first quarter of 2009 was $123.2 million compared to $119.3 million in the first quarter of 2008. Segment operating margin for the first quarter of 2009 improved to 28.9 percent, an increase of 0.8 percentage points compared to the first quarter of 2008.


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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
The unaudited pro forma condensed combined statement of earnings combines the historical consolidated statements of earnings of FIS and Metavante, giving effect to the merger and the equity capital investments, as if they had occurred on January 1, 2008. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of FIS and Metavante, giving effect to the merger and the equity capital investments as if they had occurred on December 31, 2008. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statement of earnings, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the:
 
  •  separate historical financial statements of FIS as of and for the year ended December 31, 2008 and the related notes included in FIS’ Annual Report on Form 10-K for the year ended December 31, 2008, as amended by the Annual Report on Form 10-K/A, which is incorporated by reference into this joint proxy statement/prospectus, and
 
  •  separate historical financial statements of Metavante as of and for the year ended December 31, 2008 and the related notes included in Metavante’s Annual Report on Form 10-K for the year ended December 31, 2008, as amended by the Annual Report on Form 10-K/A, which is incorporated by reference into this joint proxy statement/prospectus.
 
The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger and the equity capital investments been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. Transactions between FIS and Metavante during the periods presented in the unaudited pro forma condensed combined financial statements have been eliminated.
 
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles (“GAAP”), which are subject to change and interpretation. FIS has been treated as the acquirer in the merger for accounting purposes. The acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.
 
The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the merger or the costs to integrate the operations of FIS and Metavante or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.


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Unaudited Pro Forma Condensed Combined Balance Sheet
 
As of December 31, 2008
(in millions)
 
                                 
                Pro Forma
    Pro Forma
 
    FIS     Metavante     Adjustments     Combined  
Assets
                               
Current assets
                               
Cash and cash equivalents
  $ 220.9     $ 268.8     $ (116.2 ) (a)   $ 373.5  
Settlement deposits
    31.4       404.2               435.6  
Trade receivables, net
    538.1       256.1               794.2  
Settlement receivables
    52.1       79.0               131.1  
Other receivables
    121.1                     121.1  
Receivable from related party
    10.1                     10.1  
Prepaid expenses and other current assets
    115.1       57.1               172.2  
Deferred income taxes
    91.0       33.8               124.8  
                                 
Total current assets
    1,179.8       1,099.0       (116.2 )     2,162.6  
                                 
Property and equipment, net
    272.6       136.0               408.6  
Goodwill
    4,194.0       1,310.1       2,540.5   (b)     8,044.6  
Intangible assets, net
    924.3       260.3       364.1   (c)     1,548.7  
Computer software, net
    617.0       215.8               832.8  
Deferred contract costs
    241.2       42.5       (42.5 ) (d)     241.2  
Long-term note receivable from FNF
    5.5                     5.5  
Other noncurrent assets
    79.6       93.3       (43.2 ) (e)(h)     129.7  
                                 
Total assets
  $ 7,514.0     $ 3,157.0     $ 2,702.7     $ 13,373.7  
                                 
Liabilities and Stockholders’ Equity
                               
Current liabilities:
                               
Accounts payable and accrued liabilities
  $ 480.5     $ 247.0             $ 727.5  
Settlement payables
    83.3       402.3               485.6  
Current portion of long-term debt
    105.5       17.5               123.0  
Deferred revenues
    182.9       158.3     $ (71.2 ) (f)     270.0  
                                 
Total current liabilities
    852.2       825.1       (71.2 )     1,606.1  
                                 
Deferred revenues
    86.7                     86.7  
Deferred income taxes
    346.3       140.7       143.3   (g)     630.3  
Long-term debt, excluding current portion
    2,409.0       1,719.4       (316.0 ) (h)     3,812.4  
Other long-term liabilities
    122.8       95.4               218.2  
                                 
Total liabilities
    3,817.0       2,780.6       (243.9 )     6,353.7  
                                 
Minority interest
    164.2       15.4               179.6  
                                 
Stockholders’ equity:
                               
Preferred stock
                         
Common stock
    2.0       1.2       0.6   (i)     3.8  
Treasury stock, at cost
    (402.8 )     (0.7 )     0.7   (j)     (402.8 )
Additional paid-in capital
    2,959.8       1,482.6       1,879.9   (k)     6,322.3  
Retained earnings (deficit)
    1,076.1       (1,023.5 )     966.8   (l)     1,019.4  
Accumulated other comprehensive earnings
    (102.3 )     (98.6 )     98.6   (j)     (102.3 )
                                 
Total stockholders’ equity
    3,532.8       361.0       2,946.6       6,840.4  
                                 
Total liabilities and stockholders’ equity
  $ 7,514.0     $ 3,157.0     $ 2,702.7     $ 13,373.7  
                                 
 
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 6. Pro Forma Adjustments beginning on page [  ].


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Unaudited Pro Forma Condensed Combined Statement of Earnings
 
For the Year Ended December 31, 2008
(In millions, except per share data)
 
                                 
                Pro Forma
    Pro Forma
 
    FIS     Metavante     Adjustments     Combined  
 
Processing and services revenues
  $ 3,446.0     $ 1,707.2     $ (81.1 ) (f)(m)   $ 5,072.1  
Cost of revenues
    2,636.9       1,118.5       50.0   (m)(n)(q)     3,805.4  
                                 
Gross profit
    809.1       588.7       (131.1 )     1,266.7  
Selling, general and administrative expenses
    389.4       251.1       (27.2 ) (o)     613.3  
Research and development costs
    84.8             51.3   (q)     136.1  
                                 
Operating income
    334.9       337.6       (155.2 )     517.3  
                                 
Other income, (expense):
                               
Interest and other income (expense), net
    7.8       (0.9 )             6.9  
Interest expense
    (163.5 )     (106.0 )     (7.9 ) (h)     (277.4 )
                                 
Total other income (expense)
    (155.7 )     (106.9 )     (7.9 )     (270.5 )
                                 
Earnings before income taxes, equity in earnings of unconsolidated entities, and minority interest
    179.2       230.7       (163.1 )     246.8  
Provision for income tax
    57.6       83.3       (58.9 ) (p)     82.0  
                                 
Earnings before equity in earnings of unconsolidated entities, and minority interest
    121.6       147.4       (104.2 )     164.8  
Equity in earnings of unconsolidated entities
    (0.2 )                   (0.2 )
Minority interest
    (4.0 )                 (4.0 )
                                 
Net earnings from continuing operations
  $ 117.4     $ 147.4     $ (104.2 )   $ 160.6  
                                 
Net earnings per share — basic from continuing operations
  $ 0.61     $ 1.24     $       $ 0.44  
                                 
Weighted average shares outstanding — basic
    191.6       119.1       57.9   (r)     368.6  
                                 
Net earnings per share — diluted from continuing operations
  $ 0.61     $ 1.23     $       $ 0.43  
                                 
Weighted average shares outstanding — diluted
    193.5       119.9       63.7   (r)     377.1  
                                 
 
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of these statements. The pro forma adjustments are explained in Note 6. Pro Forma Adjustments beginning on page [    ].


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NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
 
1.   Description of Transaction
 
Merger Agreement
 
On March 31, 2009, FIS and Metavante entered into the merger agreement, pursuant to which Metavante will be merged with and into a wholly owned subsidiary of FIS.
 
Subject to the terms and conditions of the merger agreement, which has been approved by the boards of directors of both FIS and Metavante, if the merger is completed, each share of Metavante common stock will be converted into the right to receive 1.35 (the “Exchange Ratio”) shares of FIS common stock. In addition, as of the consummation of the merger, outstanding Metavante stock options and other stock-based awards (other than performance shares) will be converted into stock options and other stock-based awards with respect to shares of FIS common stock, with adjustments in the number of shares and exercise price (in the case of stock options) to reflect the Exchange Ratio. Each outstanding Metavante performance share will be assumed by FIS and converted into the right to receive restricted shares of FIS common stock (with adjustments to reflect the Exchange Ratio) and an amount in cash.
 
The merger agreement contains certain termination rights for FIS and Metavante, including the right, subject to certain conditions, to terminate the merger agreement if the merger is not completed by December 31, 2009. The merger agreement further provides that, upon termination of the merger agreement under specified circumstances (including a termination by either party in order to enter into a definitive agreement with respect to an alternative transaction that the board of directors of such party has determined to be a superior proposal, subject to compliance with certain conditions), either Metavante or FIS would be required to pay the other party a termination fee of $175 million.
 
Consummation of the merger is subject to certain customary conditions, including, among others, the approval of the merger by the shareholders of Metavante, the approval of the issuance of FIS common stock in connection with the merger by the shareholders of FIS, the receipt of required governmental and regulatory approvals and expiration of applicable waiting periods, the accuracy of the representations and warranties of the other party (generally subject to a material adverse effect standard), material compliance by the other party with its obligations under the merger agreement, the delivery of tax opinions as to the tax treatment of the merger, and the receipt of certain tax opinions regarding the impact of the merger on the tax treatment of certain past transactions. The merger is expected to be completed during the third quarter of 2009.
 
Investment Agreement
 
On March 31, 2009, FIS entered into an investment agreement with THL and FNF, pursuant to which, subject to the terms and conditions of the investment agreement, FIS will issue and sell (a) to THL in a private placement 12,861,736 shares of FIS common stock for an aggregate purchase price of approximately $200 million and (b) to FNF in a private placement 3,215,434 shares of FIS common stock for an aggregate purchase price of approximately $50 million. Pursuant to the terms of the investment agreement, FIS will pay each of THL and FNF a transaction fee equal to 3% of their respective investments. The effect of the investments has been included in the pro forma condensed combined financial information. (See entries (i), (k) and (r) in Note 6, Pro Forma Adjustments).
 
The investment agreement contains (a) customary representations and warranties of FIS, THL and FNF; (b) covenants of FIS to conduct its businesses in the ordinary course until the completion of the investments; and (c) covenants of FIS not to take certain actions during such period. Consummation of the investments is subject to certain conditions, including, among others, approval of the shareholders of FIS of the issuance of shares of common stock to each of THL and FNF and the consummation of the merger.
 
Following the completion of the investments, pursuant to the terms of the investment agreement and contingent upon THL maintaining certain ownership levels in FIS common stock, THL will have the right to designate one member to the Company’s board of directors. The investment agreement also provides that neither THL nor


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FNF may transfer the shares purchased in the investments, subject to limited exceptions, for 180 days after the closing, and after such time provides THL and FNF with certain registration rights.
 
2.   Basis of Presentation
 
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of FIS and Metavante. Certain reclassifications have been made to the historical financial statements of Metavante to conform with FIS’ presentation, primarily related to the presentation of restricted funds, EFD processing receivables, unbilled revenues and research and development costs.
 
The acquisition method of accounting is based on Statement of Financial Accounting Standard (SFAS) No. 141(R), Business Combinations, (“SFAS 141(R)”) which FIS adopted on January 1, 2009 and uses the fair value concepts defined in SFAS No. 157, Fair Value Measurements, (“SFAS 157”) which FIS has adopted as required. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, under these existing U.S. GAAP standards, which are subject to change and interpretation.
 
SFAS 141(R) requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, SFAS 141(R) establishes that the consideration transferred be measured at the closing date of the merger at the then-current market price; this particular requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements.
 
SFAS 157 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in SFAS 157 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, FIS may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect FIS’ intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that others applying reasonable judgment to the same facts and circumstances could develop and support a range of alternative estimated amounts.
 
Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the merger, at their respective fair values and added to those of FIS. Financial statements and reported results of operations of FIS issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Metavante.
 
Under SFAS 141(R), acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the target company are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs expected to be incurred by FIS are estimated to be approximately $70 million and are reflected in these unaudited pro forma condensed combined financial statements as a reduction to cash and retained earnings, net of the estimated tax effect of $13.3 million at a statutory rate of 38.5% applied to deductible amounts. The unaudited pro forma condensed combined financial statements do not reflect any acquisition-related restructuring charges to be incurred in connection with the merger but these charges are expected to be in the range of $85 to $100 million. These costs will be expensed as incurred.
 
In connection with the merger, the vesting of certain stock-based awards granted under one of the existing FIS stock award plans will accelerate under the change in control provisions relating to those grants. The charge to


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compensation expense that will be recorded upon the consummation of the merger relating to those grants is approximately $25.0 million if measured based on a July 1, 2009 closing date. This amount is included in the total estimated restructuring charges indicated above.
 
3.   Accounting Policies
 
Upon consummation of the merger, FIS will review Metavante’s accounting policies. As a result of that review, it may become necessary to harmonize the combined entity’s financial statements to conform to those accounting policies that are determined to be more appropriate for the combined entity. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.
 
4.   Estimate of Consideration Expected to be Transferred
 
The following is a preliminary estimate of consideration expected to be transferred to effect the acquisition of Metavante:
 
                         
    Conversion
    Estimated
    Form of
 
    Calculation     Fair Value     Consideration  
    (In millions, except per share amounts)  
 
Number of shares of Metavante common stock outstanding as of December 31, 2008
    119.2                  
Multiplied by an assumed FIS’ stock price of $19.00, multiplied by the exchange ratio of 1.35 ($19.00 * 1.35)
  $ 25.65     $ 3,056.6       FIS common stock  
Number of shares of Metavante stock options vested as of December 31, 2008 expected to be canceled and exchanged for FIS options
    7.9                  
Multiplied by exchange ratio of 1.35 multiplied by estimated fair value of $6.10 ($6.10 * 1.35)
  $ 8.23       65.2       FIS stock options  
                         
Estimate of consideration expected to be transferred (a)
          $ 3,121.8          
                         
 
 
(a) The estimated consideration expected to be transferred reflected in these unaudited pro forma condensed combined financial statements does not purport to represent what the actual consideration transferred will be when the merger is consummated. In accordance with SFAS 141(R), the fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the merger at the then-current market price. This requirement will likely result in a per share equity component different from the $19.00 assumed in these unaudited pro forma condensed combined financial statements and that difference may be material. For example, a 10% change in the estimated consideration transferred would be an increase or decrease of approximately $312 million. FIS’ stock has traded within a range of $19.00 plus or minus 10% since the announcement of the merger agreement.


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5.   Estimate of Assets to be Acquired and Liabilities to be Assumed
 
The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by FIS in the merger, reconciled to the estimate of consideration expected to be transferred:
 
         
    (In millions)  
 
Book value of net assets acquired at December 31, 2008
  $ 361.0  
Adjusted for:
       
Elimination of existing goodwill, intangible assets and deferred contract costs
    (1,612.9 )
         
Adjusted book value of net assets acquired
  $ (1,251.9 )
Adjustments to:
       
Identifiable intangible assets (I)
    624.4  
Other noncurrent assets
    (53.2 )
Deferred revenues
    71.2  
Deferred income taxes (II)
    (143.3 )
Long-term debt
    24.0  
Non-contractual contingencies (III)
       
Goodwill (IV)
    3,850.6  
         
Estimate of consideration expected to be transferred
  $ 3,121.8  
         
 
 
(I) As of the effective time of the merger, identifiable intangible assets are required to be measured at fair value and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that all assets will be used and that all assets will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any market participant synergies will be achieved. The consideration of synergies has been excluded because they are not considered to be factually supportable, which is a required condition for these pro forma adjustments.
 
The fair value of identifiable intangible assets will be determined using the “income method,” which starts with a forecast of all the expected future net cash flows. At this time, FIS does not have sufficient information as to the amount, timing and risk of cash flows of intangible assets. For purposes of these unaudited pro forma condensed combined financial statements, intangible assets have been valued at 20% of the total purchase price, which is consistent with the historical experience of FIS in other acquisitions.
 
(II) As of the effective date of the merger, FIS will provide deferred taxes and other tax adjustments as part of the accounting for the acquisition, primarily related to the estimated fair value adjustments for acquired intangibles (see Note 6. Pro Forma Adjustments, items (g) and (p)).
 
(III) On April 1, 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to amend the guidance in SFAS 141(R) to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would be recognized in accordance with SFAS No. 5, Accounting for Contingencies, and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. As disclosed in Metavante’s 2008 Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this joint proxy statement/prospectus, “During its normal course of business, Metavante may be involved from time to time in litigation. Metavante’s reserve was $8.7 million and $8.6 million as of December 31, 2008 and 2007, respectively, for the estimated exposure and legal fees related to a contractual dispute with a customer. No significant change in this litigation or the estimated exposure has occurred since December 31, 2008.” However, FIS does not have sufficient information to evaluate these legal contingencies to value them under a fair value standard or to estimate a range of outcomes.


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In addition, Metavante has recorded provisions for uncertain tax positions. Income taxes are exceptions to both the recognition and fair value measurement principles of SFAS 141(R); they continue to be accounted for under the guidance of SFAS No. 109, Accounting for Income Taxes, as amended, and related interpretative guidance.
 
(IV) Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized.
 
6.   Pro Forma Adjustments
 
This note should be read in conjunction with other notes in the unaudited pro forma condensed combined financial statements. Adjustments included in the column under the heading “Pro Forma Adjustments” represent the following:
 
(a) To record estimated transaction costs of $70.0 million, net of the estimated tax effect of $13.3 million based on FIS’ statutory rate of 38.35% applied to deductible items, debt issue costs of $10 million, and a reduction in cash of $49.5 million to partially fund retirement of Metavante debt. Proceeds from the investments are considered received and immediately disbursed as another fund source for the Metavante debt retirement.
 
(b) To adjust goodwill to an estimate of acquisition-date goodwill, as follows:
 
         
    (In millions)  
 
Eliminate Metavante historical goodwill
  $ (1,310.1 )
Estimated transaction goodwill
    3,850.6  
         
Total
  $ 2,540.5  
         
 
(c) To adjust intangible assets to an estimate of fair value, as follows:
 
         
    (In millions)  
 
Eliminate Metavante historical intangible assets
  $ (260.3 )
Estimated fair value of intangible assets acquired
    624.4  
         
    $ 364.1  
         
 
Intangibles are assumed to represent 20% of the total purchase price, consistent with FIS’ history for other acquisitions.
 
(d) To eliminate Metavante deferred contract costs which have no continuing benefit to the combined entity.
 
(e) To eliminate Metavante deferred customer inducements of $19.0 million, which have no continuing benefit to the combined entity.
 
(f) To reduce Metavante’s deferred revenues to estimated fair value, determined as fulfillment cost plus a normal profit margin. Certain deferred revenues (e.g., license, conversion fees) are deferred for accounting purposes but require minimal or no future incremental direct costs in order to be recognized. In determining a normal profit margin, we applied FIS’ historic profit margins to the estimated costs of services to be delivered for the remaining deferred revenue balances. The net effect is a 45% reduction to total Metavante deferred revenues, or $71.2 million, and a corresponding reduction to revenue.


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(g) To record the estimated impact on deferred income taxes of fair value pro forma adjustments, as follows:
 
           
    (in millions)    
Intangible assets
  $ 364.1    
Deferred contract costs
    (42.5 )  
Other noncurrent assets
    (43.2 )  
Deferred revenue
    71.2    
Long-term debt
    24.0    
         
    $ 373.6    
FIS statutory tax rate
    x38.35 %  
         
    $ 143.3    
         
 
(h) To record the net change in long-term debt as follows:
 
         
    (In millions)  
 
Eliminate Metavante deferred debt issue costs of $34.2 million, net of new debt issue costs of $10 million (Other noncurrent assets)
  $ 24.2  
         
Reduce Metavante long-term debt to fair value based on current market rate of 97%
  $ (24.0 )
Repay a portion of Metavante’s historical long-term debt
    (937.0 )
New Term Loan B — Accordian(1)
    500.0  
New Asset-Backed Facility(1)
    145.0  
         
    $ (316.0 )
         
 
 
(1) FIS intends to finance the reduction in long-term debt through execution of a $500 million accordion term loan at LIBOR plus 425 basis points, a $145 million secured borrowing facility collateralized by FIS accounts receivable at LIBOR plus 325 basis points, proceeds from the Investments, and available cash balances. FIS projects a net increase in pro forma interest expense of $7.9 million.
 
(i) To record the stock portion of the merger consideration and the issuance of stock in connection with the investments, at par, and to eliminate Metavante’s common stock, at par, as follows:
 
         
    (In millions)  
 
Eliminate Metavante common stock
  $ (1.2 )
Issuance of FIS common stock relative to the investments
    0.2  
Issuance of FIS common stock relative to the merger
    1.6  
         
    $ 0.6  
         
 
(j) To eliminate Metavante’s treasury stock and accumulated other comprehensive earnings.
 
(k) To record the stock portion of the merger consideration and the issuance of stock in connection with the investments, at fair value less par, to eliminate Metavante additional paid-in capital, and to record unearned compensation relative to the conversion of unvested stock options and other equity awards as follows:
 
         
    (In millions)  
 
Eliminate Metavante additional paid in capital
  $ (1,482.6 )
Issuance of FIS common stock relative to the investments, net of 3% transaction fee
    242.3  
Issuance of FIS common stock relative to the merger
    3,163.8  
Unearned compensation
    (43.6 )
         
    $ 1,879.9  
         


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(l) To eliminate Metavante’s retained deficit, and to record estimated non-recurring costs of FIS for acquisition-related transaction costs, as follows:
 
         
    (In millions)  
 
Eliminate Metavante retained deficit
  $ 1,023.5  
Estimated $70 million acquisition-related transaction costs assumed to be non-recurring, net of tax effect at statutory rate of 38.35% applied to deductible items
    (56.7 )
         
    $ 966.8  
         
 
(m) To eliminate activity between FIS and Metavante totaling $9.9 million, consisting principally of image and card-processing services provided by Metavante to FIS.
 
(n) To record the following adjustments:
 
         
    (In millions)  
 
Estimated Metavante intangible asset amortization based on estimated fair value (20% of pro forma fair value using the accelerated, pattern-of-benefit amortization method)
  $ 124.9  
Reverse amortization of Metavante deferred conversion costs eliminated in purchase accounting
    (13.7 )
         
    $ 111.2  
         
 
The assumed life for intangible assets is 10 years, resulting in amortization for the first 5 years as follows:
 
         
    (In millions)  
 
Year 1
  $ 124.9  
Year 2
    99.9  
Year 3
    87.4  
Year 4
    74.9  
Year 5
    62.4  
 
(o) To record the following adjustments:
 
         
    (In millions)  
 
Eliminate Metavante intangible asset amortization
  $ (29.7 )
Eliminate Metavante share-based compensation expense for 2008
    (15.6 )
Estimated first year amortization related to unvested Metavante stock options
    11.1  
Estimated first year amortization related to unvested Metavante performance shares
    1.9  
Estimated first year amortization related to unvested Metavante restricted shares
    5.1  
         
    $ (27.2 )
         
 
(p) To give tax effect to the pro forma revenue and expense adjustments based on Metavante’s effective tax rate for 2008 of 36.1%.
 
(q) Reclassification of Metavante research and development costs of $51.3 million to conform to FIS presentation.
 
(r) The adjustment to weighted average shares outstanding — basic is calculated as follows (in millions):
 
         
Eliminate Metavante shares
    (119.1 )
Shares issued in merger
    160.9  
Shares issued in investments
    16.1  
         
      57.9  
         


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The adjustment to weighted average shares outstanding — diluted is calculated as follows (in millions):
 
         
Eliminate Metavante shares
    (119.9 )
Shares issued in merger
    160.9  
Shares issued in investments
    16.1  
Dilutive effect of replacement options and share-based awards
    6.6  
         
      63.7  
         
 
The unaudited pro forma condensed combined financial statements do not present a combined dividend per share amount.
 
The unaudited pro forma combined basic and diluted earnings per share for the period presented are based on the combined basic and diluted weighted-average shares outstanding. The historical basic and diluted weighted average shares of Metavante were assumed to be replaced by the shares expected to be issued by FIS to effect the merger.
 
The unaudited pro forma condensed combined financial statements do not reflect the anticipated realization of annual cost savings of $260 million. These savings are expected to be derived from infrastructure consolidation, overhead redundancies, product portfolio rationalization and supplier rationalization. Although FIS management expects that cost savings will result from the merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect estimated acquisition-related restructuring charges associated with the expected cost savings, which could be in the range of $35 to $50 million and which will be expensed as incurred.


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FIS PROPOSAL 1 AND METAVANTE PROPOSAL 1: THE MERGER
 
Background of the Merger
 
Management and the boards of directors of both FIS and Metavante periodically review and consider potential strategic options for their companies in light of business, market and economic trends and developments. These discussions have included management presentations concerning possible transactions, investments and other business initiatives intended to create or enhance shareholder value.
 
In mid-July 2008, Mr. Lee A. Kennedy, the President and Chief Executive Officer of FIS, and Mr. Frank R. Martire, then President and Chief Executive Officer of Metavante (now the Chairman and Chief Executive Officer), had a telephone conversation to discuss for the first time their respective companies, industry trends and developments. Thereafter, Mr. William P. Foley, II, the Executive Chairman of the FIS board of directors, Mr. Kennedy and Mr. Brent B. Bickett, Executive Vice President, Strategic Planning of FIS, met with Mr. Martire, Mr. Michael D. Hayford, then Senior Executive Vice President (and now President) and Chief Operating Officer of Metavante, and Mr. Donald W. Layden, Jr., Senior Executive Vice President, General Counsel and Secretary of Metavante, to discuss a possible business combination of FIS and Metavante.
 
During the following weeks, management of Metavante and FIS had several meetings to discuss the possibility of a potential business combination of the two companies, including preliminary discussions of issues relating to structure, value, governance and the formation of a combined management team. In connection with these discussions, Metavante asked Lehman Brothers Inc. to assist it in connection with its analysis of the merits of a potential business combination. During this time, the board of directors of each company received regular updates from their respective management on the status of these discussions, and also consulted with their outside financial and legal advisors.
 
In the second half of August and early September 2008, FIS and Metavante agreed to share some preliminary due diligence materials concerning the companies. In connection with this process, the parties entered into a mutual confidentiality agreement. During this time, the senior managements and financial advisors of FIS and Metavante met to review preliminary financial information regarding a potential combination and several meetings of each company’s board of directors were held to keep the boards apprised of the status of these preliminary discussions. Also during this time, FIS communicated its initial views regarding indicative economic terms for a potential transaction, then, following preliminary discussions with Metavante, communicated an indication of interest in acquiring Metavante for stock consideration per share of $29. Based on the then current stock prices of Metavante and FIS, this represented an implied exchange ratio of approximately 1.37 shares of FIS common stock for each share of Metavante common stock. FIS also spoke to representatives of Warburg Pincus LLC concerning obtaining its preliminary views on and potential support for a transaction and its potential role on the board of directors of the combined company. During the following weeks, FIS and Metavante and their financial and legal advisors commenced preliminary discussions regarding the potential terms and conditions of a transaction and the various steps that would need to be taken with each company’s various constituencies in order for a transaction to proceed on a satisfactory basis. The legal advisors of each company and of Warburg Pincus LLC also commenced preparation of initial drafts of documentation for the potential transaction. During this process, each of FIS and Metavante updated its board of directors regularly on the status of their discussions.
 
While discussions between FIS and Metavante proceeded, in early September 2008, Metavante received a written indication of interest to enter into a strategic business combination from another potential suitor, Company A, on financial terms that were comparable to the terms being proposed by FIS. Metavante’s board of directors discussed and reviewed Company A’s indication of interest on several occasions with Metavante’s senior management and outside advisors, and compared the terms of the indication of interest from each of Company A and FIS. Metavante’s management and advisors also held several conversations with Company A and its advisors regarding Company A’s indication of interest. During these discussions, Metavante identified potential tax issues with respect to Company A related to Metavante’s spin-off of M&I and the related tax allocation agreement between Metavante and M&I. After several discussions between Metavante, Company A and M&I and their respective advisors, Metavante believed that the comparative value of the potential transaction with Company A was not as favorable to Metavante’s shareholders as


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the potential transaction with FIS. Moreover, Metavante believed that the tax issues would likely have an adverse impact on the likelihood of successfully negotiating, financing and completing a transaction with Company A at that time. As a result, Metavante determined to discontinue discussions with Company A and focus on the potential transaction with FIS. Metavante and FIS then entered into an agreement providing for at least 30 days of exclusive negotiation.
 
In the second half of September 2008, in connection with the Chapter 11 proceedings commenced by the parent entity of Lehman Brothers, certain assets of Lehman Brothers, including its North American investment banking franchise, were acquired by Barclays Capital Inc. As a result, the individuals who had been advising Metavante were subsequently hired by Barclays Capital.
 
In late September and early October 2008, severe disruptions in U.S. and global capital markets and in the economy led the parties to suspend their discussions and terminate access to their respective due diligence data rooms. After several weeks of inactivity, Metavante terminated the exclusivity agreement with FIS in early November 2008.
 
During the following weeks, Mr. Layden and Mr. Bickett remained in periodic, informal contact regarding the state of the credit market and the prospects for obtaining financing to replace Metavante’s existing debt. During this time, each of FIS and Metavante believed that, under the then current credit market conditions, there was not a viable option to address the potential impact of a transaction on Metavante’s existing debt and, accordingly, the parties concluded that it did not make sense to discuss any other terms of a potential transaction until such time as a viable financing option existed. Metavante and FIS continued to work with their respective financial advisors to monitor the credit markets and consider financing alternatives, and in early December of 2008, FIS and Metavante jointly retained J.P. Morgan Securities Inc. to act as structuring agent to assist in this process. Each company’s board of directors received regular updates from management and their legal and financial advisors throughout this time.
 
In early January 2009, Metavante and FIS determined that there was a reasonable prospect of addressing the impact of a potential transaction on Metavante’s debt and decided that it would make sense to again investigate the possible benefits of a strategic combination of the two companies. In mid-January, members of Metavante’s management committee met with members of FIS’ executive management team to discuss synergy opportunities and a due diligence process.
 
Also in January 2009, Metavante and Company A and their respective legal counsel had additional discussions regarding the potential tax issues raised by a potential business combination of the two companies, which discussions did not resolve Metavante’s concerns regarding the likelihood of successfully negotiating, financing and completing a transaction with Company A at that time.
 
In late January 2009, Mr. James Neary, a member of the Metavante board of directors and a managing director of Warburg Pincus LLC, and Mr. Richard N. Massey, a member of the FIS board of directors, met at the direction of their respective board of directors to discuss a potential business combination and indicative terms for such a transaction. At that time, Mr. Massey suggested an exchange ratio of 1.16 shares of FIS common stock for each share of Metavante common stock, subject to satisfactory completion of due diligence, and a proposed governance structure which included representation on the board of directors of the combined company of four continuing Metavante directors.
 
In early February 2009, the board of directors for each company met independently on several occasions to receive updates regarding the status of the transaction, including the proposed change in the exchange ratio from 1.37 to 1.16, the recent stock price movement of each company and the efforts led by J.P. Morgan Securities to address the potential impact of a transaction on Metavante’s debt. In the course of its meetings, Metavante’s board of directors authorized Mr. Neary to inform FIS that Metavante would be willing to continue discussing a potential transaction involving an exchange ratio of 1.25, which, based on the relative movements in the trading price of the two companies’ stock in the preceding few months, at that time represented approximately the same implied premium to Metavante shareholders as the implied premium represented by the 1.37 exchange ratio in September 2008. The FIS board of directors thereafter authorized re-commencing discussions regarding a potential transaction on this basis.


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In mid-February 2009 through March 2009, FIS and Metavante re-opened access to their respective due diligence data rooms and continued detailed due diligence, and the parties conducted management meetings. Also during this period, the parties and their financial advisors continued efforts to address the terms of Metavante’s existing debt in the context of a business combination. As a part of these efforts, the parties and J.P. Morgan Securities initiated approaches to certain of Metavante’s lenders in order to obtain the required lender consents to make appropriate modifications to Metavante’s debt terms, including a partial debt repayment and an increase in interest rates, to accommodate a transaction. In connection with this process, FIS, together with its financial advisors, evaluated the anticipated capital structure of the combined company taking into account current credit market conditions, the objective of repaying approximately $300 million of Metavante debt in connection with the consent process and FIS’ near-term strategic objective of obtaining an investment grade corporate credit rating. On this basis, FIS determined that it would be appropriate to raise $200 million to $300 million in financing through the sale of common equity. FIS thereafter contacted certain potentially interested investors, and commenced confidential discussions with representatives of THL, with whom they had had previous preliminary discussions, and FNF regarding a potential equity investment in the combined company.
 
During this time, Metavante and FIS and their respective advisors continued to discuss the terms and conditions of a potential transaction, as well as the management structure of a combined company and, in that connection, the terms of employment for Mr. Martire and Mr. Hayford, who were expected to be asked to serve as the Chief Executive Officer and Chief Financial Officer, respectively, of FIS following completion of a merger. FIS, Metavante, Warburg Pincus LLC and their respective advisors also continued negotiation of the terms of a voting support agreement with WPM, pursuant to which WPM would agree to vote all of its shares of Metavante common stock in support of the proposed merger, a shareholders agreement, which would provide WPM with a right to designate one member of the FIS board during the period that it continued to maintain a requisite stock ownership level, and a stock purchase right agreement, which would give WPM the right after the merger to purchase shares of FIS common stock if certain Metavante employee stock options assumed by FIS in the merger are exercised. Each company’s board of directors received updates from management and its legal and financial advisors during this time.
 
By late March, the share prices of FIS and Metavante had diverged in a manner that reduced the implied premium to Metavante’s shareholders. On March 26, 2009, Mr. Stephan A. James, Metavante’s lead director, called Mr. Massey and advised Mr. Massey that the implied premium had deteriorated and that the 1.25 exchange ratio was no longer acceptable to the board of directors of Metavante.
 
On March 27, 2009, the FIS board of directors held a special meeting with senior management and its advisors. Mr. Massey reviewed for the board the background of discussions with Metavante and the progress of negotiations, informing the FIS board of the communication from Mr. James on the exchange ratio. Senior management of FIS reported on FIS’ due diligence investigations of Metavante. FIS’ financial advisors, Goldman, Sachs & Co. and Banc of America Securities, then reviewed the structure and other financial terms of the proposed merger, and financial information regarding FIS, Metavante and the merger, as well as information regarding selected peer companies and precedent transactions. Senior management and representatives of FIS’ legal advisor, Wachtell, Lipton, Rosen & Katz, then discussed with the FIS board of directors the terms of the proposed merger agreement, including the proposed composition of the FIS board following the merger, as well as the progress of negotiations and terms of the proposed agreements with WPM, THL and FNF. FIS’ legal advisor then discussed with the FIS board the legal standards applicable to its decisions and actions with respect to the proposed transactions. Following review and discussion among the members of the FIS board of directors, the FIS board of directors authorized management and its advisors to seek to finalize the merger agreement and agreements with WPM, THL and FNF on the terms described to the FIS board of directors at the meeting. Mr. Thomas M. Hagerty, who is currently a member of the FIS board of directors and who is expected to continue as a director of FIS following the merger, is also a managing director of THL, and abstained from voting on approval of proceeding with the THL investment. FIS and FNF have three directors in common and a limited number of shared employees and also have contractual and other relationships with each other as described under “FIS Proposal 2 and Proposal 3: The Investments — Interests of Certain Persons in the Investments.” It was determined that the members of the FIS board of directors who are not directors of, or otherwise affiliated with, FNF would review


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any proposed investment by FNF and make a recommendation regarding this investment to the full FIS board of directors. The board of directors of FIS approved proceeding with the FNF investment based upon the unanimous approval and recommendation of such directors who are not directors of, or otherwise affiliated with, FNF.
 
Following the FIS board meeting, Mr. Massey advised Mr. James, and Mr. Foley advised Mr. Martire, that FIS was unwilling to increase the exchange ratio based on the then-current transaction structure. After additional discussion, Messrs. Massey and Foley indicated that FIS may be willing to consider a revised proposal with a higher exchange ratio provided that certain changes would need to be made to the deal structure, including the proposed board composition of the combined company following a transaction.
 
On March 29, 2009, the board of directors of Metavante held a special meeting to discuss the revised proposal from FIS. At the meeting, representatives of Kirkland & Ellis LLP and Quarles & Brady LLP provided general legal advice and Kirkland & Ellis reviewed the substantive differences between the two proposals from FIS and discussed the board’s fiduciary duties in considering these proposals and other strategic alternatives, including maintaining Metavante as a stand-alone entity. Barclays Capital then discussed the financial terms of the two proposals, noting that, based on the prices of the common stock of each company as of March 27, 2009, the 1.35 exchange ratio would bring the implied premium for Metavante shareholders back to approximately the level afforded by the 1.37 exchange ratio in September 2008 and the level afforded by the 1.25 exchange ratio at the beginning of February 2009. Members of the Metavante board then discussed a number of topics with its advisors and management, including Metavante’s stand-alone plan and other strategic alternatives, the ability of the combined company to execute on its business plan, and certain due diligence matters relating to FIS. The Metavante board adjourned the meeting for a couple of hours, during which time Mr. Martire conveyed the board’s view on the revised proposal to FIS and engaged in additional discussions with Mr. Foley. When the Metavante board reconvened, Mr. Martire informed the board that FIS management would be willing to bring before the FIS board a proposed business combination at a 1.35 exchange ratio provided that three (instead of four) Metavante directors would serve on the board of the combined company. After discussion and consultation with its advisors, the Metavante board authorized management to work towards finalizing the terms of the transaction based on the revised proposal from FIS.
 
Over the course of the next day, management of FIS and Metavante and representatives of WPM and their respective advisors continued to negotiate terms of a proposed merger and related transaction documents. During this time, management of FIS and its legal advisor worked with THL and FNF to finalize the terms of the proposed equity investments, which included THL’s right to designate one member of the FIS board subject to maintaining a requisite stock ownership level. Following these discussions, THL and FNF confirmed that they would be willing to invest an aggregate of $200 million to $300 million in the combined entity in connection with the merger. In light of the anticipated capital structure of FIS following the completion of a merger with Metavante, and in the context of the ongoing process of negotiating appropriate modifications to the terms of Metavante’s existing debt, FIS determined that it would seek an equity investment of $250 million. Subsequent negotiations led to the final agreement whereby THL and FNF would agree to purchase $200 million and $50 million, respectively, of FIS common stock on the same financial terms and conditions.
 
On March 30, 2009, the board of directors of FIS held a special meeting with members of FIS’ senior management and its legal and financial advisors for the purpose of updating the board on continuing discussions since the March 27 meeting. Mr. Foley reviewed with the FIS board the status of negotiations with Metavante, including discussions between the parties regarding the recent market trading trends in the companies’ stocks and the appropriate exchange ratio in the merger. Mr. Foley then explained that, as a result of these discussions with Metavante’s representatives, FIS management was proposing an exchange ratio of 1.35 shares of FIS common stock per share of Metavante common stock and a combined company board composed of six continuing FIS directors (which would include Mr. Hagerty, who is affiliated with THL) and three continuing Metavante directors (which would include one individual designated by WPM). The FIS board then discussed with management and its advisors the terms of the merger agreement and related agreements and the advisability of the proposed transactions. Goldman Sachs updated its financial analyses from the prior FIS board meeting and orally advised the FIS board of directors that it would be prepared to render a written opinion (which was subsequently delivered) to the effect that, as of the date of their opinion,


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and subject to and based on the qualifications and assumptions set forth in its opinion, the proposed exchange ratio of 1.35 shares of FIS common stock to be issued in exchange for each share of Metavante common stock to be paid by FIS pursuant to the merger agreement was fair, from a financial point of view, to FIS. Banc of America Securities reviewed its financial analyses of the exchange ratio of 1.35 shares of FIS common stock to be issued in exchange for each share of Metavante common stock to be paid by FIS pursuant to the merger agreement and orally advised the FIS board of directors that it would be prepared to render a written opinion (which was subsequently delivered) to the effect that, as of the date of its opinion, and subject to and based on the qualifications and assumptions set for in its opinion, the proposed exchange ratio of 1.35 shares of FIS common stock to be issued in exchange for each share of Metavante common stock to be paid by FIS pursuant to the merger agreement was fair, from a financial point of view, to FIS. Members of management then updated the FIS board on the final negotiated terms of the investment agreement. Following further discussion and review, including consideration of the factors described under “— FIS’ Reasons for the Merger and the Investments; Recommendations of the FIS Board of Directors,” the FIS board of directors then determined that the transactions contemplated by each of the merger agreement and the investment agreement were fair to, advisable for, and in the best interests of FIS and its shareholders, and approved finalizing the agreements on substantially the terms discussed at the meeting.
 
In the morning of March 31, 2009, the board of directors of Metavante met again with senior management and their legal and financial advisors. Kirkland & Ellis addressed certain related matters and reviewed the terms of the merger agreement and other transaction documents, including the agreements involving WPM and the investment agreement. Barclays Capital reviewed with the Metavante board of directors the structure and other terms of the proposed transaction (taking into consideration the proposed equity capital investment). In connection with the deliberation by the Metavante board of directors, Barclays Capital rendered to the Metavante board of directors its oral opinion (subsequently confirmed in writing), as described under “— Opinion of Metavante’s Financial Advisor,” that, based upon the qualifications, limitations and assumptions set forth in its opinion, as of the date of its opinion, from a financial point of view, the exchange ratio of 1.35 shares of FIS common stock for each share of Metavante common stock to be offered to the shareholders of Metavante in the proposed transaction was fair to such shareholders. Metavante management then updated the board on the status of the lender consent solicitation process and informed the board that the management team expected to obtain consents from a requisite number of lenders within the next 24 hours to waive the change of control provision in the credit agreement so as to permit a transaction with FIS. Following these discussions, and discussions among the members of the Metavante board of directors, management and Metavante’s advisors, including consideration of the factors described under “— Metavante’s Reasons for the Merger; Recommendation of the Metavante Board of Directors,” the Metavante board of directors unanimously determined that the transactions contemplated by the merger agreement and the related transactions and agreements are fair to, advisable for, and in the best interests of Metavante and its shareholders, and, subject to obtaining the requisite lender consents necessary to permit the occurrence of a change of control under Metavante’s debt documents, voted unanimously to approve and adopt the merger agreement and the transactions it contemplates and to approve and adopt the related transactions and agreements.
 
Following the approval of each company’s board of directors, the parties executed the merger agreement and transaction documentation with WPM, THL and FNF after the market closed on March 31, 2009. Prior to the opening of the financial markets in New York City on April 1, 2009, the transactions contemplated by the merger agreement and the investment agreement were announced in a joint press release by FIS and Metavante.
 
FIS’ Reasons for the Merger and the Investments; Recommendation of the FIS Board of Directors
 
The FIS board of directors consulted with FIS management as well as legal and financial advisors and determined that the merger and the investments are in the best interests of FIS and FIS shareholders.


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In reaching its conclusion to approve the merger agreement, the FIS board considered a number of factors, including the following material factors:
 
  •  its knowledge of the current and prospective environment in which FIS and Metavante operate, including economic and market conditions;
 
  •  its assessment of Metavante’s businesses, prospects, operations, earnings generation ability and financial condition and its view of the attractive growth characteristics of Metavante’s existing markets and businesses;
 
  •  the review by the FIS board with management and its advisors of the structure of the merger and the financial and other terms of the merger, including the exchange ratio;
 
  •  its view of the value inherent in Metavante’s banking and payments technology businesses;
 
  •  the strength of the management team to be drawn from both Metavante and FIS that will manage the combined company;
 
  •  its view that the combined company will be positioned to provide a comprehensive range of integrated products and services to its customers, and will have greater geographic reach than any other provider in the industry, which will enhance service to the combined company’s customers and communities and provide greater opportunities for its employees;
 
  •  the unique opportunity presented by the chance to acquire a company of Metavante’s quality, size and scope, its assessment of the pro forma capital position, financial condition and results of operations of the combined company, and the expectation that the transaction will be accretive to FIS’ adjusted earnings per common share in 2010;
 
  •  the potential expense saving opportunities, currently estimated by FIS’ management to be approximately $260 million when fully realized;
 
  •  the likelihood that the regulatory and shareholder approvals needed to complete the transaction will be obtained in a timely manner and that the regulatory approvals will be obtained without the imposition of materially burdensome conditions;
 
  •  the historical and current market prices of FIS common stock and Metavante common stock, as well as the financial analyses prepared by Banc of America Securities and Goldman Sachs;
 
  •  the opinion delivered to the FIS board of directors by Goldman Sachs to the effect that, as of the date of its opinion, and subject to and based on the qualifications and assumptions set forth in its opinion, the proposed exchange ratio to be paid by FIS in the merger was fair, from a financial point of view, to FIS, as more fully described below in the section entitled “— Opinion of Goldman Sachs;”
 
  •  the opinion of Banc of America Securities, dated March 31, 2009, to the FIS board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger, as more fully described below in the section entitled “— Opinion of Banc of America Securities;”
 
  •  FIS’ track record of integrating acquisitions and its understanding of the opportunities and risks presented by an acquisition of a company with the size and other characteristics of Metavante.
 
In addition, in reaching its conclusion to approve the investment agreement and the investments, the FIS board considered a number of factors, including the following material factors:
 
  •  the capital structure of FIS following the completion of the proposed merger and the proposed investments, and the significance of the proposed investments in the context of the discussions with Metavante’s lenders regarding modifications to the terms of Metavante’s existing debt in connection with the merger;


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  •  the review by the FIS board with management of the financial and other terms of the investment agreement, including the pricing terms thereof which were set at a discount to the then-current market price of a share of FIS common stock, and the views of management and FIS’ outside financial advisors regarding the then-current state of the U.S. equity markets generally;
 
  •  the fact that the investment agreement has representations and warranties and conditions which are substantially aligned with those included in the merger agreement, and the likelihood of satisfying such conditions; and
 
  •  the fact that certain directors and executive officers of FIS have interests in the investments as described under “FIS Proposal 2 and Proposal 3: The Investments — Interests of Certain Persons in the Investments.” In considering whether to accept an investment from FNF, the FIS board considered these interests as well as other relevant facts and circumstances, including the fact that FNF’s investment is subject to the same financial terms as those FIS was able to negotiate with THL, the fact that in approving the FNF investment the FIS board proceeded upon the recommendation of FIS directors that are not affiliated with FNF, the facts and circumstances surrounding the investments (including the timing and significant complexity of the negotiations with Metavante and others with respect to accomplishing numerous steps required for FIS and Metavante to proceed with entering into the merger agreement) and the fact that completion of the investments is subject to the prior approval of FIS’ shareholders.
 
The FIS board of directors considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination to enter into the merger agreement and the investment agreement.
 
The foregoing discussion of the information and factors considered by the FIS board of directors is not exhaustive, but includes the material factors considered by the FIS board of directors. In view of the wide variety of factors considered by the FIS board of directors in connection with its evaluation of the merger and the investments and the complexity of these matters, the FIS board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The FIS board of directors evaluated the factors described above and reached a consensus that the merger and the investments were advisable and in the best interests of FIS and its shareholders. In considering the factors described above, individual members of the FIS board of directors may have given different weights to different factors.
 
The FIS board of directors determined that the merger, the merger agreement, the investment agreement and the transactions contemplated by such agreements are advisable and in the best interests of FIS and its shareholders, and unanimously recommends that the FIS shareholders vote “FOR” the proposal to issue shares of FIS common stock in the merger and “FOR” the proposals to issue shares of FIS common stock to the equity capital investors.
 
Metavante’s Reasons for the Merger; Recommendation of the Metavante Board of Directors
 
In evaluating the merger, the Metavante board of directors consulted with Metavante’s management, as well as with Metavante’s financial and legal advisors. In reaching its conclusion to approve and adopt the merger agreement and the transactions it contemplates, the Metavante board of directors considered a variety of factors and potential benefits and risks, including the following:
 
  •  The merger brings together two companies with complementary operations and capabilities, which will provide the combined company with the increased scale, strong financial base and diversified services portfolio necessary to increase shareholder value, enhance value to the customers and increase cost efficiencies. Specifically, it is anticipated that the merger will allow the combined company to:
 
  •  offer a comprehensive range of products and services across all major segments, creating a leading end-to-end provider of core, payment and processing services;
 
  •  diversify and expand its customer base and end markets, allowing for greater product integration and cross-selling opportunities;


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  •  create the scale and scope necessary to compete in an evolving and consolidating competitive landscape;
 
  •  diversify its geographic presence, particularly in some key international markets; and
 
  •  enhance long-term organic revenue growth rates.
 
  •  The strategic alternatives reasonably available to Metavante, including alternative acquisition candidates, remaining a stand-alone entity and pursuing acquisitions of strategic assets, and the determination of the Metavante board of directors that a merger with FIS is a strategic combination which will accelerate Metavante’s ability to achieve its strategic objectives and improve long-term value for Metavante’s shareholders.
 
  •  The expected cost synergies from the merger and the belief of the Metavante board of directors that these synergies can be realized by the anticipated management team of the combined company.
 
  •  The increased global scale and anticipated costs savings, which are expected to generate significant margin expansion.
 
  •  Metavante’s due diligence review of FIS, and the current and historic financial condition, results of operations, prospects and risks of each of Metavante, FIS and the combined company.
 
  •  The financial projections of the combined company and the risks associated with the combined company’s ability to meet such projections.
 
  •  The expectation that the merger would allow the combined company to generate significant cash flows.
 
  •  The fact that the requisite Metavante lenders had irrevocably agreed to waive the change of control provisions contained in Metavante’s debt documents and permit the merger to proceed prior to the signing of the merger agreement.
 
  •  The fact that Metavante’s shareholders will own approximately 43.7% of the combined company on a fully diluted basis immediately after the effective time of the merger, assuming completion of the equity capital investments by THL and FNF.
 
  •  The stock consideration will allow Metavante shareholders to participate in all of the benefits of a significantly larger and more diversified company, including future growth and expected synergies of the combined company.
 
  •  The opportunity for Metavante shareholders to benefit from any increase in the trading price of FIS common stock between announcement of the merger and closing of the merger based on the fixed exchange ratio of 1.35 shares of FIS common stock for each share of Metavante common stock.
 
  •  The fact that the per share value implied by the fixed exchange ratio of 1.35 represented:
 
  •  a 23.9% premium over the implied exchange ratio of Metavante common stock to FIS common stock of 1.0898x on March 30, 2009, the last trading day prior to approving the proposed transaction with FIS;
 
  •  a 28.5% premium over the average implied exchange ratio of Metavante common stock to FIS common stock of 1.0503x over the last 30 calendar days prior to approving the proposed transaction with FIS;
 
  •  a 37.6% premium over the average implied exchange ratio of Metavante common stock to FIS common stock of 0.9808x over the last 90 calendar days prior to approving the proposed transaction with FIS; and
 
  •  a 36.9% premium over the average implied exchange ratio of Metavante common stock to FIS common stock of 0.9861x over the last 180 calendar days prior to approving the proposed transaction with FIS.


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  •  The historical and current market prices of FIS common stock and Metavante common stock, as well as comparative valuation analyses for the two companies.
 
  •  The belief that the stock price trading multiple for the combined company could be higher than the prevailing multiples of either Metavante or FIS prior to their entry into the merger agreement.
 
  •  The oral opinion of Barclays Capital, which opinion was confirmed by delivery of a written opinion, dated as of March 31, 2009, that as of the date of the opinion, and based upon and subject to the qualifications, limitations and assumptions set forth in the written opinion, from a financial point of view, the exchange ratio to be offered to the shareholders of Metavante in the merger was fair to such shareholders, as more fully described below under the caption “— Opinion of Metavante’s Financial Advisor” beginning on page [    ].
 
  •  The fact that the board of directors of the combined company will include three (out of nine) designees from the Metavante board of directors, and a Metavante designee will be included in each committee of the combined company’s board of directors.
 
  •  The strong management team to be drawn from both Metavante and FIS that will manage the combined company, including the fact that Mr. Martire will be the Chief Executive Officer and that Michael D. Hayford will be the Chief Financial Officer of the combined company, and the demonstrated ability of both management teams to integrate and obtain benefits from previous business combinations and transactions.
 
  •  The expectation that the merger can be completed as a reorganization for United States federal income tax purposes and, as a result, the exchange by Metavante shareholders of their shares of Metavante common stock for shares of FIS common stock in the merger will generally be tax-free to Metavante shareholders.
 
  •  The limited number and nature of the conditions to each party’s obligation to consummate the merger (including the lack of a condition related to financing).
 
  •  The likelihood that the regulatory and shareholder approvals needed to complete the transaction will be obtained in a timely manner and that the regulatory approvals will be obtained without the imposition of materially burdensome conditions.
 
  •  The provisions of the merger agreement that allow Metavante’s board of directors, under certain limited circumstances, to change its recommendation that Metavante’s shareholders vote in favor of the approval of the merger agreement and to furnish information to and participate in discussions or negotiations with third parties who have made unsolicited acquisition proposals, and that provide Metavante’s board of directors with the ability to terminate the merger agreement in order to accept a superior proposal (subject to compliance with certain conditions and the payment of a $175 million termination fee).
 
  •  The fact that the representations, warranties and covenants of Metavante and FIS are, subject to very limited exceptions, reciprocal.
 
  •  The retention and employee benefit arrangements provided for in connection with the merger agreement, including the preservation for a period of time of certain historic benefits that Metavante has provided to its employees.
 
  •  The fact that WPM, Metavante’s largest shareholder, was willing to enter into a support agreement and agree to vote for the merger transaction.
 
  •  The interests of Metavante’s directors and executive officers in the merger (see “— Interests of Certain Persons in the Merger” beginning on page   ).
 
  •  The fact that the WPM support agreement may have the effect of discouraging third parties from making business combination proposals.
 
  •  The risks described under the caption “Risk Factors” beginning on page [  ].


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  •  The restrictions and obligations imposed on Metavante by the terms of the tax allocation agreement, between Metavante and M&I, and the consent to the merger agreement provided by M&I in connection therewith.
 
  •  The current and prospective business environment in which Metavante operates, which reflects the challenging and uncertain conditions facing financial institutions and other businesses worldwide.
 
The foregoing discussion of the information and factors considered by the Metavante board of directors is not intended to be exhaustive but, we believe, includes all material factors considered by the Metavante board of directors. In view of the wide variety of factors considered and the complexity of these matters, the Metavante board of directors did not assign relative weights to the above factors or the other factors considered by it. In addition, the Metavante board of directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of the Metavante board of directors may have given different weights to different factors.
 
Based on the factors outlined above, the Metavante board of directors determined that the merger agreement and the transactions it contemplates, including the merger, are advisable, fair to, and in the best interests of, Metavante’s shareholders. The board of directors of Metavante unanimously recommends that Metavante’s shareholders vote “FOR” the approval and adoption of the merger agreement and the transactions it contemplates.
 
Opinions of FIS’ Financial Advisors
 
Opinion of Goldman Sachs
 
Goldman Sachs delivered its opinion to the FIS board of directors that, as of the date of the written fairness opinion, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement was fair from a financial point of view to FIS.
 
The full text of the written opinion of Goldman Sachs, dated March 31, 2009, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix C. Goldman Sachs provided its opinion for the information and assistance of the FIS board of directors in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of FIS common stock should vote with respect to such merger or any other matter.
 
In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:
 
  •  the merger agreement;
 
  •  annual reports to shareholders and Annual Reports on Form 10-K of FIS for the three fiscal years ended December 31, 2008;
 
  •  Annual Reports on Form 10-K of Metavante for the two fiscal years ended December 31, 2008;
 
  •  the Registration Statement on Form S-4 for Metavante, filed on September 12, 2007;
 
  •  certain interim reports to shareholders and Quarterly Reports on Form 10-Q of FIS and Metavante;
 
  •  certain other communications from FIS and Metavante to their respective shareholders;
 
  •  certain publicly available research analyst reports for FIS and Metavante;
 
  •  certain internal financial analyses and forecasts for Metavante prepared by its management; and
 
  •  certain internal financial analyses and forecasts for FIS prepared by its management and certain financial analyses and forecasts for Metavante prepared by the management of FIS, in each case as approved for Goldman Sachs’ use by FIS (“management estimates”), giving effect to the equity capital investment, the refinancing (the “refinancing”) of the indebtedness outstanding under Metavante’s credit facility and term loan dated


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  November 1, 2007 (the “Metavante loans”), and certain revenue and cost synergies projected by the managements of FIS and Metavante to result from the merger (the “transaction synergies”).
 
Goldman Sachs also held discussions with members of the senior managements of FIS and Metavante regarding their assessment of the past and current business operations, financial condition and future prospects of Metavante and with the members of the senior management of FIS regarding their assessment of the past and current business operations, financial condition and future prospects of FIS and the strategic rationale for, and the potential benefits of, the merger. In addition, Goldman Sachs reviewed the reported price and trading activity for the shares of FIS common stock and the shares of Metavante common stock, compared certain financial and stock market information for FIS and Metavante with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the transaction processing industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as it considered appropriate.
 
For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed with FIS’ consent that the management estimates and transaction synergies have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of FIS, and that they will be realized. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of FIS or Metavante or any of their respective subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of FIS or Metavante or any of their respective subsidiaries furnished to Goldman Sachs. Goldman Sachs assumed, at FIS’ direction, that the refinancing will occur, and the equity capital investment will be made, in accordance with their respective terms, without waiver, modification or amendment of any term, condition or agreement that will have any adverse effect on FIS or Metavante or on the expected benefits of the merger in any way meaningful to their analysis. Further, Goldman Sachs assumed, at FIS’ direction, that the spin-off of each of (x) M&I from Metavante on November 1, 2007, and (y) LPS from FIS on July 2, 2008, qualified and at all times will continue to qualify as a distribution eligible for tax-free treatment under Sections 355 and 361(c) of the Code, after application of Sections 355(d) and 355(e) of the Code and that the related asset contributions and debt exchanges qualify and at all times will continue to qualify as reorganizations eligible for tax-free treatment under Section 368 of the Code. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the completion of the merger will be obtained without any adverse effect on FIS or Metavante or on the expected benefits of the merger in any way meaningful to their analysis. FIS informed Goldman Sachs that the lenders under the Metavante loans have consented to the refinancing on the terms reflected in the management estimates and as FIS had previously indicated to Goldman Sachs. Goldman Sachs’ opinion does not address any legal, regulatory, tax or accounting matters nor does it address the underlying business decision of FIS to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to FIS. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to FIS, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, of the exchange ratio of 1.350 shares of FIS common stock per share of Metavante common stock to be paid by FIS pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or merger, including, without limitation, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of FIS or Metavante; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of FIS or Metavante, or class of such persons in connection with the merger, whether relative to the exchange ratio of 1.350 shares of FIS common per share of Metavante common stock to be paid by FIS pursuant to the merger agreement or otherwise. Goldman Sachs noted that FIS has entered into the investment agreement, pursuant to which THL and FNF have agreed to purchase shares of FIS common stock in connection with, and contingent upon the completion of, the merger. Goldman Sachs did not express any view on, and its opinion did not address any term or aspect of the equity capital investment pursuant to the investment agreement or the refinancing.


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Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of FIS common stock will trade at any time. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.
 
The following is a summary of the material financial analyses delivered by Goldman Sachs to the FIS board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 31, 2009, and is not necessarily indicative of current market conditions.
 
Transaction Premium Analysis.  Based on the closing price of FIS common stock on March 31, 2009, the last trading day prior to announcement of the merger, and the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement, Goldman Sachs calculated the implied transaction price to be received for each share of Metavante common stock in the merger. Goldman Sachs then calculated the premium of this implied transaction price relative to the following historical trading prices for the Metavante common stock: (i) the closing price on March 31, 2009; (ii) the average closing prices for the prior 30-day, prior 90-day and prior 180-day periods ended March 31, 2009; (iii) the average closing price from October 29, 2007, the first date that Metavante traded as a separate company, to March 31, 2009; and (iv) the high closing price for the 52-week period ended March 31, 2009. Goldman Sachs also calculated the premium of the closing price of Metavante common stock on March 31, 2009, relative to such prices and also compared the premium for each period to the median premium for such periods of selected all-stock transactions over the last 5 years with enterprise values between $1 billion and $5 billion.
 
The following table presents the results of this analysis:
 
                                 
          Premium/(Discount) of
             
    Metavante
    Closing Price of
    Premium/(Discount) of
    100% Stock
 
    Price Per
    Metavante on March 31,
    Implied Transaction
    Transactions, Last 5
 
Time Period
  Share     2009     Price of $24.57     Years*  
 
March 31, 2009
  $ 19.96       0.0 %     23.1 %     18.3 %
Prior 30 day period
  $ 17.75       12.5 %     38.4 %     19.4 %
Prior 90 day period
  $ 16.52       20.8 %     48.7 %     23.0 %
Prior 180 day period
  $ 18.11       10.2 %     35.6 %     26.7 %
Since October 29, 2007
  $ 20.34       (1.9 )%     20.8 %     NM  
52 week high
  $ 26.23       (23.9 )%     (6.3 )%     36.0 %
 
 
* Source: Thomson Financial, excluding selected distressed or buy-in- transactions. US public company targets only.
 
Implied Transaction Multiples.  Goldman Sachs calculated an implied equity value for Metavante by multiplying the closing price of Metavante common stock on March 31, 2009 by the number of outstanding shares of Metavante common stock on a fully diluted basis. Goldman Sachs then calculated an enterprise value of Metavante (the “EV”) by adding to the equity value total indebtedness and minority interests and subtracting cash and cash equivalents, each as provided by FIS management. Goldman Sachs calculated EV as a multiple of earnings before interest, taxes and depreciation and amortization, or EBITDA, and the price per share of Metavante common stock on March 31, 2009 as a multiple of cash net income (net income excluding the impact of amortization of transaction intangibles) per share of Metavante based on the management estimates for each of the years ending December 31, 2009 and 2010 and estimates from the Institutional


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Brokers Estimate System, or IBES, for each of the years ending December 31, 2009 and 2010. For the year ending December 31, 2010, Goldman Sachs also calculated these multiples assuming 100% of the transaction synergies were realized that year. Goldman Sachs then calculated an implied enterprise value (the “IEV”) by multiplying the implied transaction price of $24.57 by the total number of outstanding shares of Metavante common stock on a fully diluted basis and adding the amount of Metavante total indebtedness and minority interest and subtracting cash and cash equivalents. Goldman Sachs calculated IEV as a multiple of EBITDA and calculated the implied transaction price of $24.57 as a multiple of cash net income, in each case on the same basis as the previous multiple calculations. The results of the analyses are summarized in the tables below:
 
         
Enterprise Value as a Multiple of EBITDA
    Based on Closing Price
   
    of Metavante on
  Based on Implied
Time Period
  March 31, 2009   Transaction Price
 
Year ending December 31, 2009
  7.5x (Mgmt)
7.6x (IBES)
  8.6x (Mgmt)
8.7x (IBES)
Year ending December 31, 2010
  6.8x (Mgmt)
7.1x (IBES)
  7.8x (Mgmt)
8.1x (IBES)
Year ending December 31, 2010 (with transaction synergies)
  4.5x (Mgmt)
4.6x (IBES)
  5.2x (Mgmt)
5.3x (IBES)
 
         
Price per Share as a Multiple of Cash Net Income Per Share
    Based on Closing Price
   
    of Metavante on
   
    March 31,
  Based on Implied
Time Period
  2009   Transaction Price
 
Year ending December 31, 2009
  12.9x (Mgmt)
12.9x (IBES)
  16.0x (Mgmt)
16.0x (IBES)
Year ending December 31, 2010
  10.5x (Mgmt)
11.7x (IBES)
  13.0x (Mgmt)
14.5x (IBES)
Year ending December 31, 2010 (with transaction synergies)
  5.8x (Mgmt)
6.2x (IBES)
  7.2x (Mgmt)
7.6x (IBES)
 
Exchange Ratio Analysis.  Goldman Sachs calculated the historical implied exchange ratios of Metavante common stock to FIS common stock based on: (i) the closing prices of Metavante common stock and FIS common stock on March 31, 2009; (ii) the average closing prices of Metavante common stock and FIS common stock for the 30-day, 90-day and 180-day periods ended March 31, 2009; (iii) the average closing prices of Metavante common stock and FIS common stock from October 29, 2007, the first date that Metavante traded as a separate company, to March 31, 2009; and (iv) the average closing prices of Metavante common stock and FIS common stock from February 10, 2009, the date of the issuance by FIS of an earnings release announcing financial results for the fourth quarter of 2008, to March 31, 2009.
 
Goldman Sachs then calculated the premium of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement relative to the implied exchange ratios. The results of this analysis are presented in the table below:
 
                 
          Premium to Implied
 
Time Period
  Implied Exchange Ratio     Exchange Ratio  
 
March 31, 2009
    1.097 x     23.1 %
Since February 10, 2009
    1.016 x     32.9 %
Prior 30 day period
    1.023 x     32.0 %
Prior 90 day period
    0.986 x     36.9 %
Prior 180 day period
    1.014 x     33.2 %
Since October 29, 2007
    1.014 x     33.1 %


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Selected Companies Analysis.  Goldman Sachs reviewed and compared certain financial information for FIS and Metavante to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the transaction processing industry:
 
  •  Fiserv, Inc.;
 
  •  Lender Processing Services, Inc.;
 
  •  Total System Services, Inc.;
 
  •  Global Payments Inc.; and
 
  •  Jack Henry & Associates, Inc.
 
Although none of the selected companies is directly comparable to FIS or Metavante, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of FIS and Metavante.
 
The multiples and ratios for FIS and Metavante were calculated using the respective FIS and Metavante closing prices on March 31, 2009. The multiples and ratios for FIS and Metavante were based on the management estimates and IBES estimates. The multiples and ratios for each of the selected companies were calculated using the closing price of the selected companies’ common stock on March 31, 2009 and were based on the most recent publicly available information and IBES, Capital IQ and analyst estimates for 2009 and 2010. With respect to the selected companies, Goldman Sachs calculated the enterprise value, which is the market value of common equity, on a fully diluted basis, plus the value of debt less cash and cash equivalents, (i) as a multiple of EBITDA for the year ended December 31, 2008 and (ii) as a multiple of projected EBITDA for the years ending December 31, 2009 and 2010, and compared these ratios to the results for FIS and Metavante.
 
The results of this analysis are summarized in the following table:
 
                         
Enterprise Value as a Multiple of EBITDA
    Selected Companies          
Time Period
  Range     Median     FIS   Metavante
 
Year ended December 31, 2008
    5.6x - 8.3 x     7.3 x   7.2x   8.1x
Year ending December 31, 2009
    5.2x - 7.6x       6.7 x   6.9x (Mgmt)
6.9x (IBES)
  7.5x (Mgmt)
7.6x (IBES)
Year ending December 31, 2010
    4.9x - 7.0x       6.4 x   6.1x (Mgmt)
6.5x (IBES)
  6.8x (Mgmt)
7.1x (IBES)
 
Goldman Sachs also calculated the ratios of the closing price of the selected companies common stock on March 31, 2009 to earnings per share and estimated cash earnings per share for the each of the years ending December 31, 2009 and 2010, and compared these ratios to the results for FIS and Metavante.
 
The results of this analysis are summarized in the following table:
 
                         
Price to Estimated GAAP Earnings Per Share Ratio
    Selected Companies          
Time Period
  Range     Median     FIS   Metavante
 
Year ending December 31, 2009
    10.9x - 14.5 x     12.1 x   14.7x (Mgmt)
17.7x (IBES)
  14.3x (Mgmt)
14.0x (IBES)
Year ending December 31, 2010
    10.2x - 12.5 x     10.5 x   9.8x (Mgmt)
13.7x (IBES)
  11.5x (Mgmt)
12.8x (IBES)
 


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Price to Estimated Cash Earnings Per Share Ratio
    Selected Companies          
Time Period
  Range     Median     FIS   Metavante
 
Year ending December 31, 2009
    10.0x - 13.8x       11.3x     11.0x (Mgmt)
11.2x (IBES)
  12.9x (Mgmt)
12.9x (IBES)
Year ending December 31, 2010
    8.9x - 12.0x       10.1x      8.3x (Mgmt)
10.0x (IBES)
  10.5x (Mgmt)
11.7x (IBES)
 
Goldman Sachs also considered the IBES median projected 5-year compound annual growth rate of earnings per share and projected price to earnings growth ratio, or PEG ratio, for the years ending December 31, 2009 and 2010, in each case based on IBES median or other analyst estimates. Goldman Sachs calculated the PEG ratio for FIS, Metavante and the selected companies based on their respective closing stock prices on March 31, 2009, estimated earnings per share for calendar year 2009 and 2010 based on IBES median or other analysts estimates, and IBES median projected 5-year compound annual growth rate of earnings per share.
 
The results of this analysis are summarized in the following table:
 
                                 
    Selected Companies              
    Range     Median     FIS     Metavante  
 
5 year compound annual growth rate of earnings per share
    10.0% - 15.0%       15 .0%     13 .0%     11 .0%
Projected 2009 PEG Ratio
    0.8x -   1.1x       1 .0x     1 .4x     1 .3x
Projected 2010 PEG Ratio
    0.7x -   1.0x       0 .8x     1 .1x     1 .2x
 
Illustrative Discounted Cash Flow Analysis.  Goldman Sachs performed an illustrative discounted cash flow analysis to determine a range of illustrative implied present values per share of Metavante common stock based on projected unlevered free cash flows for Metavante for the years ending December 31, 2009 through 2012, using the management estimates. The analysis was based on a range of discount rates from 7.0% to 10.0% and a terminal value of Metavante’s common stock based on multiples of last twelve month (“LTM”) EBITDA ranging from 6.0x to 9.0x applied to Metavante’s estimated 2012 EBITDA. This analysis resulted in a range of implied present values of $17.46 to $33.00 per share of Metavante common stock.
 
Goldman Sachs performed a sensitivity analysis to illustrate the effect of different assumptions for changes in projected annual revenue growth from the management estimates and different EBITDA terminal multiples. The projected annual growth rates for calendar years ending December 31, 2009 through 2012 used in the sensitivity analysis ranged from 3.5% to 6.5% and the EBITDA terminal multiple ranged from 6.0x to 9.0x. This sensitivity analysis, assuming a 8.0% discount rate and a 29.0% EBITDA margin, resulted in a range of implied present values of $15.23 to $28.12 per share of Metavante common stock.
 
Selected Transactions Analysis.  Goldman Sachs analyzed certain information relating to the following selected transactions involving companies in the transaction processing industry since 2003:
 
  •  Fiserv Inc.’s acquisition of CheckFree Corp.;
 
  •  FIS’ acquisition of eFunds Corporation;
 
  •  Kohlberg Kravis Roberts & Co. L.P.’s acquisition of First Data Corp.;
 
  •  The Carlyle Group and Providence Equity Partners’ acquisition of Open Solutions, Inc.;
 
  •  FIS’ acquisition of Certegy, Inc.;
 
  •  Bank of America Corporation’s acquisition of National Processing, Inc.;
 
  •  Metavante’s acquisition of NYCE Corporation; and
 
  •  First Data Corp.’s acquisition of Concord EFS Inc.

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While none of the companies (other than FIS and Metavante) that participated in the selected transactions is directly comparable to FIS and Metavante and none of the transactions in the selected transactions analysis is directly comparable to the merger, Goldman Sachs selected these transactions because each of the target companies in the selected transactions was involved in the transaction processing industry. For each of the selected transactions, Goldman Sachs calculated and compared equity value as a multiple of last twelve months net income and of forward twelve months projected net income, and enterprise value as a multiple of last twelve months EBITDA and of forward twelve months projected EBITDA.
 
The results of this analysis are summarized in the following table:
 
         
    Selected Transactions
Equity Value as a Multiple of:
  Range   Median
 
Last twelve months net income
  18.5x - 41.3x   26.3x
Forward twelve months estimated net income
  18.2x - 28.0x   24.1x
 
         
    Selected Transactions
Enterprise Value as a Multiple of:
  Range   Median
 
Last twelve months EBITDA
  9.7x - 15.3x   11.2x
Forward twelve months estimated EBITDA
  9.5x - 14.8x   10.2x
 
Pro Forma Analysis.  Goldman Sachs prepared illustrative pro forma analyses of the potential financial impact of the merger assuming a closing date of June 30, 2009, and using earnings estimates contained in the management estimates and IBES estimates. This pro forma analysis was based on FIS management estimates of the future performance of the combined company. Goldman Sachs compared the forecasted cash net income per share of FIS common stock, on a standalone basis, to the forecasted cash net income per share of the common stock of the combined company. Using both management estimates and IBES estimates, the pro forma analyses showed that the proposed merger would be dilutive to FIS’ shareholders on a cash net income per share basis in the year ending December 31, 2009, and accretive to FIS’ shareholders on a cash net income per share basis in the year ending December 31, 2010.
 
Illustrative Synergy Analysis.  Goldman Sachs also reviewed the transaction synergies estimates that were presented to Goldman Sachs by the managements of FIS and Metavante. The transaction synergies reflect the incremental benefits that the managements of FIS and Metavante then expected to achieve as a result of the merger, including cost saving and revenue synergies. The transaction synergies are based upon the assumption of FIS management and Metavante management that the combined company will begin to realize these transaction synergies in the second half of 2009, but the combined company will not fully realize the cost saving synergies until the second half of 2011 and will not fully realize the revenue synergies until 2012. The analysis is based on the assumption that the transaction synergies would be recognized in various business areas, including payment processing, core processing, sales & marketing, corporate and IT & operations.
 
Goldman Sachs analyzed the transaction synergies by calculating the present value of the net synergies applying discount rates ranging from 7.0% to 10.0%. The analysis assumes 0% perpetual growth rate and discounts the implied synergy value back to March 31, 2009. This analysis resulted in (i) an implied value for the transaction synergies of approximately $1.7 billion to $2.5 billion, assuming that 100% of the transaction synergies are actually realized, (ii) an implied value per share of the transaction synergies between $4.59 and $6.71, based on the pro forma outstanding shares of common stock of the combined company, and (iii) an implied value per share of Metavante common stock between $14.20 and $20.79 per share on a fully diluted basis. Goldman Sachs performed a sensitivity analysis to illustrate the effect of different amounts of realized net synergies ranging from $270 million to $345 million, applying discount rates ranging from 7.0% to 10.0%. The sensitivity analysis resulted in an implied value for the transaction synergies of approximately $1.6 billion to $2.9 billion, of $4.29 to $7.66 per share on a pro forma basis and of $13.27 to $23.73 per share of Metavante common stock.
 
Contribution Analysis.  Goldman Sachs analyzed and compared FIS and Metavante shareholders’ respective expected percentage ownership of the combined company to FIS’ and Metavante’s respective contributions (and the implied equity value percentage contributions) to the combined company based upon the revenues, EBITDA and


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cash net income for calendar year 2008 and based upon estimated revenues, EBITDA and cash net income for calendar years 2009 and 2010, based on management estimates. For purposes of this analysis, Goldman Sachs assumed that 50% of the transaction synergies were attributable to each of FIS and Metavante. Goldman Sachs noted that the implied equity ownership of Metavante shareholders in the combined company based on the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock represented 45.8% without the impact of the equity capital investment, and 44.1% with the impact of the equity capital investment. This analysis indicated that the implied equity value percentage contribution of Metavante to the combined company based on the contribution analyses described above ranged from 30.3% to 40.5%.
 
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company (other than FIS or Metavante) or transaction used in the above analyses as a comparison is directly comparable to FIS or Metavante or the merger.
 
Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the FIS board of directors as to the fairness to FIS from a financial point of view of the exchange ratio of 1.350 shares of FIS common stock per share of Metavante common stock to be paid by FIS pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results, including estimates of achievable synergies, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of FIS, Metavante, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.
 
The exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement was determined through arm’s-length negotiations between FIS and Metavante and was approved by the FIS board of directors. Goldman Sachs provided advice to FIS during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to FIS or its board of directors or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.
 
As described above, Goldman Sachs’ opinion to the FIS board of directors was one of a number of factors taken into consideration by the FIS board of directors in making its determination to approve the merger agreement and the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Appendix C.
 
Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of FIS, Metavante, the equity capital investors, Warburg Pincus LLC, and any of their respective affiliates or any currency or commodity that may be involved in the merger for their own account and for the accounts of their customers. Goldman Sachs acted as financial advisor to FIS in connection with, and participated in certain of the negotiations leading to, the merger. In addition, Goldman Sachs has provided certain investment banking and other financial services to FIS and its affiliates from time to time, including having provided $25 million of FIS’ credit facility and term loan in August 2007. Goldman Sachs also has provided certain investment banking and other financial


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services to Thomas H. Lee Partners, L.P. and its affiliates and portfolio companies from time to time, including having acted as financial advisor to Houghton Mifflin Holding Company, Inc., a former portfolio company of Thomas H. Lee Partners, L.P., in connection with its sale in December 2006; and as joint lead arranger and joint bookrunner in connection with senior secured credit facilities (aggregate principal amount of $5 billion) provided to a consortium that included Thomas H. Lee Partners, L.P. in connection with the acquisition of Aramark Corporation in January 2007. Goldman Sachs also has provided certain investment banking and other financial services to Warburg Pincus LLC and its affiliates and portfolio companies from time to time, including having acted as joint bookrunner for Nuance Communications Inc., a company in which Warburg Pincus LLC has an ownership stake, for its $250 million convertible debt offering in August 2007; and as joint bookrunner for Targa Resources Partners LP, a former Warburg Pincus LLC portfolio company, with respect to its common stock offering in October 2007. Goldman Sachs also may provide investment banking and other financial services to FIS, Metavante, Thomas H. Lee Partners, L.P., FNF, Warburg Pincus LLC, and any of their respective affiliates and portfolio companies in the future. In connection with the above-described services Goldman Sachs has received, and may receive in the future, compensation. In addition, affiliates of Goldman Sachs (i) have co-invested with Thomas H. Lee Partners, L.P., Warburg Pincus LLC and their respective affiliates from time to time and may do so in the future and (ii) have invested and may invest in the future in limited partnership interests of affiliates of Thomas H. Lee Partners, L.P. and Warburg Pincus LLC.
 
The board of directors of FIS selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated March 20, 2009, FIS engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. Pursuant to the terms of this engagement letter, FIS has agreed to pay Goldman Sachs a transaction fee of approximately $10.0 million, a principal portion of which is payable upon consummation of the merger. In addition, FIS has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.
 
Opinion of Banc of America Securities
 
FIS retained Banc of America Securities to act as FIS’ financial advisor in connection with the merger. Banc of America Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. FIS selected Banc of America Securities to act as FIS’ financial advisor in connection with the merger on the basis of Banc of America Securities’ experience in transactions similar to the merger, its reputation in the investment community and its familiarity with FIS and its business.
 
On March 30, 2009, at a meeting of the FIS board of directors held to evaluate the merger, Banc of America Securities delivered to the FIS board of directors an oral opinion, which was confirmed by delivery of a written opinion dated March 31, 2009, to the effect that, as of the date of the written opinion and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock as provided for in the merger was fair, from a financial point of view, to FIS.
 
The full text of Banc of America Securities’ written opinion to the FIS board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix D to this document and is incorporated by reference herein in its entirety. The following summary of Banc of America Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. Banc of America Securities delivered its opinion to the FIS board of directors for the benefit and use of the FIS board of directors in connection with, and for purposes of, its evaluation of the merger. Banc of America Securities’ opinion addresses only the fairness to FIS of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement from a financial point of view and does not constitute


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a recommendation to any shareholder of FIS as to how to vote or act in connection with such merger.
 
In connection with rendering its opinion, Banc of America Securities:
 
  •  reviewed certain publicly available business and financial information relating to FIS and Metavante;
 
  •  reviewed certain internal financial and operating information with respect to the business, operations and prospects of Metavante and FIS furnished to or discussed with Banc of America Securities by the management of Metavante or FIS, including certain financial forecasts relating to Metavante and FIS prepared by the management of Metavante or FIS (the “management estimates”);
 
  •  reviewed certain estimates as to the amount and timing of cost savings (collectively, the “cost savings”) anticipated by the management of FIS to result from the merger;
 
  •  discussed the past and current business, operations, financial condition and prospects of Metavante with members of senior management of Metavante and FIS, and discussed the past and current business, operations, financial condition and prospects of FIS with members of senior management of FIS;
 
  •  reviewed the potential pro forma financial impact of the merger on the future financial performance of FIS, including the potential effect on FIS’ estimated earnings per share;
 
  •  reviewed the trading histories for shares of Metavante common stock and shares of FIS common stock and a comparison of such trading histories with each other and with the trading histories of other companies Banc of America Securities deemed relevant;
 
  •  compared certain financial and stock market information of Metavante and FIS with similar information of other companies Banc of America Securities deemed relevant;
 
  •  compared certain financial terms of the merger to financial terms, to the extent publicly available, of other transactions Banc of America Securities deemed relevant;
 
  •  reviewed the relative financial contributions of Metavante and FIS to the future financial performance of the combined company on a pro forma basis;
 
  •  reviewed the merger agreement; and
 
  •  performed such other analyses and studies and considered such other information and factors as Banc of America Securities deemed appropriate.
 
In arriving at its opinion, Banc of America Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of FIS and Metavante that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Metavante management estimates, Banc of America Securities was advised by Metavante, and assumed with FIS’ consent, that such estimates have been reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of Metavante as to the future financial performance of Metavante. With respect to the FIS management estimates and the cost savings, Banc of America Securities assumed, at the direction of FIS, that such estimates have been reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of FIS as to the future financial performance of FIS and the other matters covered thereby. Banc of America Securities relied, at the direction of FIS, on the assessments of the management of FIS as to FIS’ ability to achieve the cost savings and was advised by FIS, and assumed, that the cost savings would be realized in the amounts and at the times projected. Banc of America Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Metavante or FIS, nor did it make any physical inspection of the properties or assets of Metavante or FIS. Banc of America Securities did not evaluate the solvency of Metavante or FIS under any state, federal or other laws relating to bankruptcy, insolvency or similar matters.


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Banc of America Securities assumed, at FIS’ direction, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Metavante, FIS or the contemplated benefits of the merger in a way meaningful to their analysis. Banc of America Securities also assumed, at FIS’ direction, that the spin-off of each of (x) M&I from Metavante on November 1, 2007 and (y) LPS from FIS on July 2, 2008 qualify and at all times will continue to qualify as a distribution eligible for tax-free treatment under Sections 355 and 361(c) of the Code, after application of Sections 355(d) and 355(e) of the Code and that the related asset contributions and debt exchanges qualify and at all times will continue to qualify as reorganizations eligible for tax-free treatment under Section 368 of the Code. In addition, Banc of America Securities was informed by representatives of FIS that the lenders under Metavante’s current credit facility and term loan dated November 1, 2007 had consented on the terms such representatives had previously indicated to Banc of America Securities to refinancing the indebtedness outstanding thereunder, and Banc of America Securities assumed, at FIS’ direction, that such indebtedness would be refinanced in accordance with those terms.
 
Banc of America Securities expressed no view or opinion as to any terms or other aspects of the merger (other than the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger to the extent expressly specified in its opinion) or any related transaction, including, without limitation, the form or structure of the merger. Banc of America Securities’ opinion was limited to the fairness, from a financial point of view, to FIS of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party to the merger. Banc of America Securities expressed no opinion or view with respect to any investment in FIS concurrent or in connection with the merger, including the proposed investment in FIS by THL and FNF. In addition, no opinion or view was expressed with respect to the fairness of the amount, nature or any other aspect of the compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement. Furthermore, no opinion or view was expressed as to the relative merits of the merger or any related transaction in comparison to other strategies or transactions that might be available to FIS or in which FIS might engage or as to the underlying business decision of FIS to proceed with or effect the merger or any related transaction. Banc of America Securities did not express any opinion as to what the value of FIS common stock actually would be when issued or the prices at which FIS common stock or Metavante common stock would trade at any time. In addition, Banc of America Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the merger. Except as described above, FIS imposed no other limitations on the investigations made or procedures followed by Banc of America Securities in rendering its opinion.
 
Banc of America Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to Banc of America Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and Banc of America Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of Banc of America Securities’ opinion was approved by Banc of America Securities’ Fairness Opinion Review Committee.
 
The following represents a brief summary of the material financial analyses presented by Banc of America Securities to the FIS board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Banc of America Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Banc of America Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by


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Banc of America Securities.
 
Financial Analyses
 
Selected Publicly Traded Companies Analysis.  Banc of America Securities performed separate selected publicly traded companies analyses of FIS and Metavante in which Banc of America Securities reviewed publicly available financial and stock market information for FIS, Metavante and the following three publicly traded companies in the transaction processing industry:
 
  •   Jack Henry & Associates, Inc.;
 
  •   LPS; and
 
  •   Fiserv, Inc.
 
Metavante.  In performing a selected publicly traded companies analysis of Metavante, Banc of America Securities reviewed financial and stock market information of the selected publicly traded companies referred to above and FIS, referred to herein as the Metavante selected companies. Banc of America Securities reviewed, among other things, enterprise values of the Metavante selected companies, calculated as equity values based on closing stock prices on March 30, 2009, plus net debt (including minority interest) as a multiple of estimated EBITDA, for each of the years ending December 31, 2009 and 2010. Banc of America Securities then applied a range of selected EBITDA multiples of calendar year 2009 and 2010 derived from the Metavante selected companies to the corresponding data of Metavante, both with and without giving effect to the cost savings anticipated by the management of FIS to result from the merger.
 
Banc of America Securities also reviewed per share equity values, based on closing stock prices on March 30, 2009, of the Metavante selected companies as a multiple of estimated cash earnings per share on a fully diluted basis, commonly referred to as cash EPS, for each of the years ending December 31, 2009 and 2010. Banc of America Securities then applied a range of selected cash EPS multiples of calendar years 2009 and 2010 derived from the Metavante selected companies to the corresponding data of Metavante, both with and without giving effect to the cost savings anticipated by the management of FIS to result from the merger. Estimated financial data of the Metavante selected companies were based on publicly available filings, publicly available research analysts’ estimates and First Call consensus estimates. Estimated financial data of Metavante were based on management estimates. This analysis indicated the following implied per share equity value reference ranges for Metavante:
 
                                 
    Implied per Share Equity Value Reference Ranges for Metavante  
Metavante Mgmt
  2009E EBITDA     2010E EBITDA     2009E Cash EPS     2010E Cash EPS  
 
Excluding Cost Savings
  $ 15.75 - $20.00     $ 16.00 - $20.75     $ 14.75 - $19.50     $ 16.00 - $22.50  
Including Cost Savings
  $ 30.25 - $34.50     $ 30.50 - $35.25     $ 29.25 - $34.00     $ 30.50 - $37.00  
 
The implied per share equity value reference ranges, as adjusted to include the cost savings, reflect a net present value of after tax synergies (net of one time charges), using a discounted cash flow terminal multiple and discount rate of 7.0x and 8.0%, respectively, of $14.50 per Metavante share.
 
FIS.  In performing a selected publicly traded companies analysis of FIS, Banc of America Securities reviewed financial and stock market information of the selected publicly traded companies referred to above and Metavante, referred to herein as the FIS selected companies. Banc of America Securities reviewed, among other things, enterprise values of the FIS selected companies, calculated as equity values based on closing stock prices on March 30, 2009, plus net debt (including minority interest) as a multiple of EBITDA, for each of the years ending December 31, 2009 and 2010. Banc of America Securities then applied a range of selected EBITDA multiples of calendar year 2009 and 2010 derived from the FIS selected companies to the corresponding data of FIS.
 
Banc of America Securities also reviewed per share equity values, based on closing stock prices on March 30, 2009, of the FIS selected companies as a multiple of estimated cash earnings per share on a fully diluted basis, commonly referred to as cash EPS, for each of the years ending December 31, 2009 and 2010.


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Banc of America Securities then applied a range of selected cash EPS multiples of calendar years 2009 and 2010 derived from the FIS selected companies to the corresponding data of FIS. Estimated financial data of the FIS selected companies were based on publicly available filings, publicly available research analysts’ estimates and First Call consensus estimates. Estimated financial data of FIS were based on management estimates. This analysis indicated the following implied per share equity value reference ranges for FIS:
 
             
Implied per Share Equity Value Reference Ranges for FIS
2009E EBITDA
  2010E EBITDA   2009E Cash EPS   2010E Cash EPS
 
$16.50 - $21.00
  $17.75 - $23.00   $15.75 - $20.75   $18.75 - $26.50
 
Based on the per share equity reference ranges implied for FIS and Metavante by the analysis described above, Banc of America Securities calculated the following implied exchange ratio reference ranges, as compared to the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger:
 
     
Implied Exchange Ratio Reference Ranges Based on
Mgmt Estimates Excluding Cost Savings   Mgmt Estimates Including Cost Savings
 
0.60x - 1.24x
  0.60x - 2.16x
 
No company used in these analyses is identical or directly comparable to FIS or Metavante. Accordingly, an evaluation of the results of these analyses is not entirely mathematical. Rather, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which FIS and Metavante were compared.


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Selected Precedent Transactions Analysis.  Banc of America Securities reviewed, to the extent publicly available, financial information relating to the following 19 selected transactions involving companies in the transaction processing industry:
 
         
Announcement Date
 
Acquiror
 
Target
 
4/2/2003
  First Data Corp.    Concord EFS Inc.
5/17/2004
  Metavante   NYCE Corporation
7/13/2004
  Bank of America Corporation   National Processing, Inc.
12/23/2004
  Thomas H. Lee Partners, L.P. and Texas Pacific Group   FIS
2/28/2005
  Apax Partners   Travelex Plc
3/28/2005
  Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., L.P., Providence Equity Partners and Texas Pacific Group   SunGard Data Systems, Inc.
9/15/2005
  FIS   Certegy, Inc.
9/22/2005
  Investcorp   CCC Information Services Group, Inc.
12/27/2005
  Fidelity National Financial, Inc.    Sedgwick Claims
12/27/2005
  Management   iPayment, Inc.
2/8/2006
  Solera, Inc.    Automatic Data Processing, Inc.’s Claims Services Group
10/14/2006
  The Carlyle Group and Providence Equity Partners, Inc.    Open Solutions, Inc.
12/20/2006
  M & F Worldwide Corp.    John H. Harland Co.
4/2/2007
  Kohlberg Kravis Roberts & Co. L.P.    First Data Corp.
4/3/2007
  Warburg Pincus LLC   Metavante Technologies, Inc.
5/30/2007
  Fidelity National Financial, Inc./ Thomas H. Lee Partners, L.P.    Ceridian Corporation
6/27/2007
  FIS   EFD/eFunds Corporation
8/2/2007
  Fiserv, Inc.    CheckFree Corp.
3/30/2009
  Advent International Corporation   Fifth Third Bancorp’s Processing Business
 
Banc of America Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transactions as a multiple of the target company’s last twelve months EBITDA. Banc of America Securities then applied a range of selected multiples derived from the selected transactions to Metavante’s last twelve months EBITDA. Estimated financial data of the selected transactions were based on publicly available information. Financial data of Metavante was based on publicly available information. This analysis indicated the following implied per share equity reference range for Metavante, as compared to the closing stock price of Metavante on March 30, 2009 and the implied per share purchase price:
 
     
Implied per Share Equity Value Reference Range for Metavante
 
$23.50 - $31.50
 
Based on the implied precedent transaction valuation ranges for Metavante calculated above and the implied per share reference ranges derived for FIS in the selected publicly traded companies analysis described above, Banc of America Securities calculated the following implied exchange ratio reference ranges, as compared to the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger:
 
     
Implied Exchange Ratio Reference Range
 
1.12x - 1.91x


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No company (other than Metavante), business or transaction used in this analysis is identical or directly comparable to Metavante or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Metavante and the merger were compared.
 
Discounted Cash Flow Analysis.  Banc of America Securities performed a discounted cash flow analysis of each of FIS and Metavante by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that FIS and Metavante could generate during fiscal years ending December 31, 2009 through 2012 based on management estimates.
 
Metavante.  In its discounted cash flow analysis of Metavante, Banc of America Securities calculated terminal values for Metavante by applying terminal multiples ranging from 6.5x to 7.5x to Metavante’s estimated EBITDA for the fiscal year ending December 31, 2012, both including and excluding the cost savings. The cash flows and terminal values were then discounted to present value as of June 30, 2009 using discount rates ranging from 7.0% to 9.0%. This analysis indicated the following implied per share equity value reference ranges for Metavante:
 
     
    Implied per Share Equity Value
Metavante Mgmt
  Reference Range for Metavante
 
Excluding Cost Savings
  $23.00 - $29.50
Including Cost Savings
  $37.50 - $44.00
 
The implied per share equity value reference ranges, as adjusted to include the cost savings, reflect a net present value of after tax synergies (net of one time charges), using a discounted cash flow terminal multiple and discount rate of 7.0x and 8.0%, respectively, of $14.50 per Metavante share.
 
FIS.  In its discounted cash flow analysis of FIS, Banc of America Securities calculated terminal values for FIS by applying terminal forward multiples ranging from 6.5x to 7.5x to FIS’ estimated EBITDA for the fiscal year ending December 31, 2012. The cash flows and terminal values were then discounted to present value as of June 30, 2009 using discount rates ranging from 7.0% to 9.0%. This analysis indicated the following implied per share equity value reference range for FIS:
 
     
Implied per Share Equity Value
Reference Range for FIS
 
$27.00 - $34.25
 
Based on the implied per share equity value reference ranges for FIS and Metavante calculated in the discounted cash flow analysis described above, Banc of America Securities calculated the following implied exchange ratio reference ranges, as compared to the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger:
 
     
Implied Exchange Ratio Reference Ranges Based on
Mgmt Estimates Excluding Cost Savings   Mgmt Estimates Including Cost Savings
 
0.67x - 1.09x
  0.67x - 1.63x
 
Contribution Analysis.  Banc of America Securities reviewed the relative financial contributions of FIS and Metavante to the future financial performance of the combined company on a pro forma basis with and without giving effect to the potential cost savings. Banc of America Securities reviewed the calendar years 2009 through 2012 estimated EBITDA, EBITA and cash net income based on management estimates. Based on these relative contributions, Banc of America Securities calculated the implied exchange reference ratio, as


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compared to the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger:
 
     
    Implied Exchange Ratio
    Reference Ranges
 
Excluding Cost Savings
  0.77x - 1.10x
Including Cost Savings (Applied to Metavante)
  1.22x - 1.89x
 
Combined Discounted Cash Flow Analysis.  In addition, Banc of America Securities performed a discounted cash flow analysis on the combined company using management estimates. In its combined discounted cash flow analysis, Banc of America Securities calculated terminal values for the combined business by applying terminal multiples ranging from 6.5x to 7.5x to the combined estimated EBITDA for the fiscal year ending December 31, 2012, both including and excluding the cost savings and assuming $0 to $250 million of equity issuance. In addition, Banc of America Securities calculated terminal values for the combined business by applying perpetual free cash flow growth rates ranging from 1.0% to 2.0% to the combined unlevered free cash flow for the fiscal year ending December 31, 2012, both including and excluding the cost savings. The cash flows and terminal values were then discounted to present value as of June 30, 2009 using discount rates ranging from 7.0% to 9.0%. This analysis indicated the following implied per share equity value reference ranges as compared to the discounted cash flow analysis for FIS described above.
 
             
FIS Standalone   Combined
Assuming 7x EBITDA
  Assuming 1.5% Free
  Assuming 7x EBITDA
  Assuming 1.5% Free
Multiple and 8.0%
  Cash Flow Growth and
  Multiple and 8.0%
  Cash Flow Growth and
Discount Rate   8.0% Discount Rate   Discount Rate   8.0% Discount Rate
 
$30.50
  $35.25   $29.25   $35.75
 
Historical Exchange Ratio Analysis.  Banc of America Securities calculated the historical implied exchange ratios of Metavante common stock to FIS common stock based on: (i) the closing prices of Metavante common stock and FIS common stock on March 30, 2009; (ii) the closing prices of Metavante common stock and FIS common stock for the 30-trading day, 90-trading day and 180-trading day periods ended March 30, 2009; and (iii) the closing prices of Metavante common stock and FIS common stock from July 2, 2008, the date of the first trading day after FIS’ spin-off of Lending Processing Services, to March 30, 2009.
 
Banc of America Securities then calculated the premium of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement relative to the implied exchange ratios. This analysis implied the following exchange ratios and premiums:
 
                 
    Implied Exchange
    Premium to Implied
 
Time Period
  Ratio     Exchange Ratio  
 
30-Trading Day Average Exchange Ratio
    1.02x       32.6 %
60-Trading Day Average Exchange Ratio
    0.98x       37.5 %
90-Trading Day Average Exchange Ratio
    0.98x       37.1 %
Average Exchange Ratio Since July 2, 2008
    1.02x       32.3 %
March 30, 2009
    1.09x       23.9 %
 
Pro Forma Accretion/Dilution Analysis.  Banc of America Securities reviewed the potential pro forma financial effect of the merger on FIS’ calendar years ending December 31, 2010 through 2012 estimated EPS on a pro forma basis (i) without giving effect to the potential cost savings and (ii) giving effect to the potential cost savings. Estimated financial data of FIS and Metavante were based on management estimates. The actual results achieved by the combined company may vary from projected results and the variations may be material. Excluding cost savings, these pro forma analyses indicated that the merger could be dilutive to FIS’ estimated EPS for each of the years ending December 31, 2010 through 2012. Including the cost savings estimated by FIS management (but excluding revenue synergies), these pro forma analyses indicated that the


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merger would be dilutive to FIS’ estimated EPS for the year ending December 31, 2010, and would be accretive to FIS’ estimated EPS for each of the years ending December 31, 2011 and 2012.
 
Other Factors
 
In rendering its opinion, Banc of America Securities also reviewed and considered other factors, including historical trading prices of FIS and Metavante during various time periods prior to March 31, 2009, the premium implied by the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement to various historical share prices of Metavante and the transaction multiples (as a multiple of various metrics provided in the management estimates) implied by the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock pursuant to the merger agreement.
 
Miscellaneous
 
As noted above, the discussion set forth above is a summary of the material financial analyses presented by Banc of America Securities to the FIS board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by Banc of America Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Banc of America Securities believes that its analyses summarized above must be considered as a whole. Banc of America Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Banc of America Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.
 
In performing its analyses, Banc of America Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of FIS and Metavante. The estimates of the future performance of FIS and Metavante in or underlying Banc of America Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Banc of America Securities’ analyses. These analyses were prepared solely as part of Banc of America Securities’ analysis of the fairness, from a financial point of view, of the exchange ratio of 1.350 shares of FIS common stock to be issued in exchange for each share of Metavante common stock provided for in the merger, and were provided to the FIS board of directors in connection with the delivery of Banc of America Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty.
 
The type and amount of consideration payable in the merger was determined through negotiations between FIS and Metavante, and was approved by the FIS board of directors. The decision to enter into the merger agreement was solely that of the FIS board of directors. As described above, Banc of America Securities’ opinion and analyses were only one of a number of factors considered by the FIS board of directors in its evaluation of the proposed merger.
 
FIS has agreed to pay Banc of America Securities for its services in connection with the merger an aggregate fee of $10.0 million, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the closing of the merger. FIS also has agreed to reimburse Banc of America Securities for its expenses incurred in connection with Banc of America Securities’ engagement and to indemnify Banc of America Securities, any controlling person of Banc of America Securities and each of


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their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.
 
Banc of America Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities trading and brokerage activities and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of corporations and individuals. In the ordinary course of their businesses, Banc of America Securities and its affiliates may actively trade the debt, equity or other securities or financial instruments (including bank loans or other obligations) of FIS, Metavante, Warburg Pincus LLC, Thomas H. Lee Partners, L.P., FNF and certain of their respective affiliates for their own accounts or for the accounts of customers, and accordingly, Banc of America Securities or its affiliates may at any time hold long or short positions in such securities or financial instruments. In addition, certain of Banc of America Securities’ affiliates maintain commercial (including vendor and/or customer) relationships with FIS, Metavante, FNF and certain of their respective affiliates.
 
Banc of America Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to FIS and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) acting as joint lead arranger, joint book running manager, syndication agent and lender under FIS’ current credit facility, (ii) having acted as financial advisor to FIS and certain of its affiliates in connection with certain merger and acquisition transactions, (iii) having acted as joint book runner for certain debt offerings and lender under certain credit and leasing facilities for FIS and certain of its affiliates, and (iv) having provided or providing certain cash management, treasury and trading services to FIS and certain of its affiliates. In addition, a member of Banc of America Securities’ deal team providing services to FIS in connection with the merger is a former member of the FIS board of directors and is a current member of the FNF board of directors.
 
In addition, Banc of America Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Warburg Pincus LLC and Thomas H. Lee Partners, L.P. and certain of its portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as book runner, initial purchaser and/or manager for certain equity and debt offerings for certain of Warburg Pincus LLC’s or Thomas H. Lee Partners, L.P.’s portfolio companies, (ii) having acted or acting as arranger, manager, agent bank and/or lender for credit facilities for certain of Warburg Pincus LLC’s or Thomas H. Lee Partners, L.P.’s portfolio companies, and (iii) having acted as financial advisor to Warburg Pincus LLC or Thomas H. Lee Partners, L.P. and certain of its portfolio companies in connection with certain merger and acquisition transactions.
 
Furthermore, Banc of America Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to FNF and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as book runner, initial purchaser and/or manager for certain equity and debt offerings for FNF and certain of its affiliates, (ii) having acted or acting as arranger, book running manager, agent bank and/or lender for certain credit or leasing facilities for FNF and certain of its affiliates, (iii) having acted as financial advisor to FNF and certain of its affiliates in connection with certain merger and acquisition transactions and (iv) having provided or providing certain cash management, treasury and trading services to FNF and certain of its affiliates.
 
Opinion of Metavante’s Financial Advisor
 
Metavante engaged Barclays Capital to act as its financial advisor in connection with the merger. In connection with that engagement, Metavante’s board of directors requested that Barclays Capital evaluate the fairness, from a financial point of view, of the exchange ratio in the merger. On March 31, 2009, Barclays Capital rendered its oral opinion (which was subsequently confirmed in writing on that date) to Metavante’s board of directors that, as of such date and based upon and subject to the qualifications, limitations and


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assumptions stated in its opinion, from a financial point of view, the exchange ratio to be offered to the shareholders of Metavante in the merger was fair to such shareholders.
 
The full text of Barclays Capital’s written opinion, dated as of March 31, 2009, is attached to this document as Appendix E. Barclays Capital’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays Capital in rendering its opinion. Holders of shares of Metavante common stock are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays Capital’s opinion and the methodology that Barclays Capital used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.
 
Barclays Capital’s opinion, the issuance of which was approved by Barclays Capital’s Fairness Opinion Committee, is addressed to the board of directors of Metavante, addresses only the fairness, from a financial point of view, of the exchange ratio to be offered to the shareholders of Metavante in the merger and does not constitute a recommendation to any shareholder of Metavante as to how such shareholder should vote with respect to the proposed transaction or any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between Metavante and FIS and were unanimously approved by Metavante’s board of directors. Barclays Capital did not recommend any specific form of consideration to Metavante or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays Capital was not requested to opine as to, and its opinion does not in any manner address, Metavante’s underlying business decision to proceed with or effect the proposed transaction. In addition, Barclays Capital expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the consideration to be offered to the shareholders of Metavante in the proposed transaction. No limitations were imposed by Metavante’s board of directors upon Barclays Capital with respect to the investigations made or procedures followed by it in rendering its opinion.
 
In arriving at its opinion, Barclays Capital, among other things:
 
  •  reviewed and analyzed a draft of the merger agreement, dated March 31, 2009, and the specific terms of the proposed transaction;
 
  •  reviewed and analyzed publicly available information concerning Metavante and FIS that Barclays Capital believed to be relevant to its analysis, including Metavante’s and FIS’ Annual Reports on Form 10-K for the fiscal year ended December 31, 2008;
 
  •  reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Metavante furnished to Barclays Capital by Metavante, including financial projections of Metavante prepared by management of Metavante for the calendar years 2009 and 2010;
 
  •  reviewed and analyzed financial and operating information with respect to the business, operations and prospects of FIS furnished to Barclays Capital by Metavante and FIS, including financial projections of FIS prepared by management of FIS for the calendar years 2009 and 2010;
 
  •  reviewed and analyzed a trading history of Metavante’s common stock from November 2, 2007 through March 30, 2009 and a comparison of such trading history with (a) that of FIS and (b) those of other companies that Barclays Capital deemed relevant;
 
  •  reviewed and analyzed a comparison of the historical financial results and present financial condition and financial projections of Metavante and FIS with each other and with those of other companies that Barclays Capital deemed relevant;
 
  •  reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance of Metavante and FIS for the calendar years 2009 and 2010 and extrapolations of such estimates for calendar years 2011 through 2014 prepared by management of Metavante (the “street estimates”);


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  •  reviewed and analyzed a comparison of the exchange ratio premiums of the proposed transaction with the exchange ratio premiums of certain other recent transactions that Barclays Capital deemed relevant;
 
  •  reviewed and analyzed the relative contributions of Metavante and FIS to the historical and future financial performance of the combined company on a pro forma basis;
 
  •  reviewed and analyzed the pro forma impact of the proposed transaction on the future financial performance of the combined company, including the specific terms of the financing of the proposed transaction furnished to Barclays Capital by Metavante and the amount and timing of the cost savings, operating synergies and other strategic benefits expected by the managements of Metavante and FIS to result from the proposed transaction (the “expected synergies”);
 
  •  had discussions with the respective managements of Metavante and FIS concerning their respective businesses, operations, assets, liabilities, financial conditions and prospects; and
 
  •  undertook such other studies, analyses and investigations as Barclays Capital deemed appropriate.
 
In arriving at its opinion, Barclays Capital assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays Capital without any independent verification of such information and further relied upon the assurances of the respective managements of Metavante and FIS that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of Metavante and of FIS, upon the advice of Metavante, Barclays Capital assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the applicable management of Metavante and FIS as to the future financial performance of Metavante and FIS. For purposes of its analysis, however, upon advice of Metavante, Barclays Capital assumed that the street estimates were a reasonable basis upon which to evaluate the future financial performance of Metavante and FIS and that each of Metavante and FIS would perform substantially in accordance with the street estimates. Furthermore, upon advice of Metavante, Barclays Capital assumed that the amounts and timing of the expected synergies were reasonable and that the expected synergies would be realized in accordance with such estimates. Barclays Capital assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays Capital did not conduct a physical inspection of the properties and facilities of Metavante or FIS and did not make or obtain any evaluations or appraisals of the assets or liabilities of Metavante or FIS. In addition, Barclays Capital was not authorized by Metavante to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of Metavante’s business. Barclays Capital’s opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, March 31, 2009. Barclays Capital assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after, March 31, 2009.
 
Barclays Capital expressed no opinion as to the prices at which shares of common stock of Metavante would trade following the announcement of the merger or shares of common stock of FIS would trade following the announcement or consummation of the merger. Barclays Capital’s opinion should not be viewed as providing any assurance that the market value of the shares of common stock of FIS to be held by the shareholders of Metavante after the consummation of the proposed transaction will be in excess of the market value of common stock of Metavante owned by such shareholders at any time prior to the announcement or consummation of the merger.
 
In rendering its opinion, Barclays Capital assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by it and that the proposed transaction would be consummated in accordance with the terms thereof, without any waiver or modification of any material terms or conditions of the merger agreement by Metavante. Barclays Capital understood that concurrent with the merger, the equity capital investment (or a comparable transaction) would occur. As a result, in rendering its opinion Barclays Capital also assumed that the equity capital investment would occur and be consummated in accordance with the terms (i) set forth in the draft investment agreement, dated as of March 31, 2009, by and between FIS and the investors named therein and (ii) previously described to Barclays Capital by Metavante management. In addition, Barclays Capital assumed the accuracy of the representations and warranties


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contained in the merger agreement and all agreements related thereto. Barclays Capital also assumed that in the course of obtaining the financing and the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the parties or the contemplated benefits of the merger. Barclays Capital did not express any opinion as to any tax or other consequences that might result from the merger, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which it understood that Metavante obtained such advice as it deemed necessary from qualified professionals.
 
In connection with rendering its opinion, Barclays Capital performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays Capital did not ascribe a specific range of values to the shares of Metavante common stock but rather made its determination as to fairness, from a financial point of view, to Metavante’s shareholders of the exchange ratio to be offered in the merger to such shareholders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.
 
In arriving at its opinion, Barclays Capital did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays Capital believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.
 
The following is a summary of the material financial analyses used by Barclays Capital in preparing its opinion to Metavante’s board of directors and does not purport to be a complete description of the analysis undertaken by Barclays Capital. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Barclays Capital, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, Barclays Capital made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Metavante or any other parties to the proposed transaction. None of Metavante, FIS, Merger Sub, Barclays Capital or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold.
 
Historical Share Price Analysis
 
Although Barclays Capital presented trading data to Metavante’s board of directors for the period from October 29, 2007 to November 1, 2007, during which time Metavante’s stock was trading on a “when issued” basis, to illustrate the trend in the historical trading prices of Metavante common stock, Barclays Capital considered historical data with regard to the trading prices of Metavante common stock for the period from November 2, 2007 to March 30, 2009 and compared such data with the relative stock price performances during the same periods of FIS (as adjusted prior to July 3, 2008 for a dividend of $16.50 paid in connection with the spin-off of its Lender Processing Services operating segment), the Nasdaq Global Market and a composite of the selected companies listed under the caption “Selected Comparable Company Analysis” below.
 
Barclays Capital noted that during the period from November 2, 2007 to March 30, 2009, the closing price (defined as the last price at which a stock trades during a regular trading session) of Metavante common stock decreased 31.9%, compared to a decrease of 29.7% in the closing price of FIS common stock, a decrease


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of 46.7% in the Nasdaq Global Market and a decrease of 42.8% in the composite closing price of the stock of the selected companies listed under the caption “Selected Comparable Company Analysis” below.
 
Historical Exchange Ratio Analysis
 
In order to assess the range of implied exchange ratios of Metavante common stock to FIS common stock during certain recent time periods, Barclays Capital compared the historical closing prices of Metavante common stock and FIS common stock (as adjusted prior to July 3, 2008 for a dividend of $16.50 paid in connection with the spin-off of its Lender Processing Services operating segment) for various periods since November 2, 2007 (although Barclays Capital presented trading data to Metavante’s board of directors for the period from October 29, 2007 to November 1, 2007, during which time Metavante’s stock was trading on a “when issued” basis). Based on these implied exchange ratios, Barclays Capital also reviewed the premium implied by each such exchange ratio as compared to the exchange ratio to be offered in the merger. The results of the historical exchange ratio analysis are summarized below:
 
                 
          Premium at Exchange
 
    Average Exchange Ratio     Ratio of 1.3500x  
 
Current (March 30, 2009)
    1.0898 x     23.9 %
7-Calendar Days
    1.0865 x     24.3 %
30-Calendar Days
    1.0503 x     28.5 %
60-Calendar Days
    0.9999 x     35.0 %
90-Calendar Days
    0.9808 x     37.6 %
180-Calendar Days
    0.9861 x     36.9 %
 
Barclays Capital noted that on the basis of the historical exchange ratio analysis, the exchange ratio to be offered in the merger was above the implied exchange ratio as of March 30, 2009 and the average implied exchange ratios for the most recent 7-calendar day, 30-calendar day, 60-calendar day, 90-calendar day and 180-calendar day periods.
 
Contribution Analysis
 
Barclays Capital analyzed the respective contributions of Metavante and FIS to earnings before interest, taxes, depreciation and amortization, or EBITDA, and cash net income of the combined company for calendar years 2008, 2009 and 2010. The calendar year 2009 and 2010 analysis was based upon the street estimates. The relative EBITDA contributions of each of Metavante and FIS were then multiplied by an amount equal to FIS’ enterprise value (assuming completion of the equity capital investment) divided by FIS’ EBITDA contribution in order to calculate the implied enterprise value of each company. The implied enterprise values of each company were then adjusted by each company’s respective estimated net debt (which was $1,484 million in the case of Metavante (including a $15.4 million minority interest) and $2,208 million in the case of FIS (including a $164.4 million minority interest and assuming an Investment in the amount of $250 million)) in order to calculate an implied equity value for each company. Similarly, the relative cash net income (defined as GAAP net income excluding amortization of acquired intangibles as an expense and onetime non-recurring expenses but including stock based compensation as an expense) contributions of each of Metavante and FIS (which assumed an Investment in the amount of $250 million for calendar years 2009 and 2010) were multiplied by an amount equal to FIS’ equity value (assuming an Investment in the amount of $250 million) divided by FIS’ current cash net income contribution in order to calculate the implied equity value of each company. Based on the implied equity values calculated using both EBITDA and cash net income contribution, Barclays Capital then calculated the implied equity ownership percentages of each of


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Metavante and FIS of the combined company. This analysis indicated the following contribution percentages and implied equity ownership of Metavante and FIS to the combined company:
 
                                 
          Percent Implied Equity
 
    Percent Contribution     Ownership  
    Metavante     FIS     Metavante     FIS  
 
EBITDA
                               
CY2008A
    36.8 %     63.2 %     34.6 %     65.4 %
CY2009E
    37.7 %     62.3 %     36.1 %     63.9 %
CY2010E
    37.3 %     62.7 %     35.4 %     64.6 %
Cash Net Income
                               
CY2008A
    36.5 %     63.5 %     36.5 %     63.5 %
CY2009E
    37.0 %     63.0 %     37.0 %     63.0 %
CY2010E
    36.7 %     63.3 %     36.7 %     63.3 %
 
Based on the contribution analysis and assuming completion of the equity capital contribution, Barclays Capital calculated a range of implied exchange ratios of Metavante equity value per share to FIS equity value per share of 0.9264x to 0.9888x for EBITDA for calendar years 2008 to 2010 and 1.0071x to 1.0279x for cash net income for calendar years 2008 to 2010. Barclays Capital noted that, based upon this contribution analysis, the exchange ratio to be offered in the merger was above these ranges of implied exchange ratios.
 
Selected Comparable Company Analysis
 
In order to assess how the public market values shares of similar publicly traded companies, Barclays Capital reviewed and compared specific financial and operating data relating to Metavante with selected companies that Barclays Capital, based on its experience in the transaction processing industry, deemed comparable to Metavante. The selected comparable companies were:
 
  •  Fiserv Inc.;
 
  •  Global Payments, Inc.;
 
  •  Heartland Payment Systems, Inc.;
 
  •  Jack Henry & Associates, Inc.;
 
  •  Online Resources Corporation; and
 
  •  Total System Services, Inc.
 
Barclays Capital calculated and compared various financial multiples and ratios of Metavante, FIS and the selected comparable companies. As part of its selected comparable company analysis, Barclays Capital calculated and analyzed (i) each company’s ratio of its current stock price to its estimated earnings per share, or EPS, for the 2009 calendar year (commonly referred to as a price earnings ratio, or P/E), which calculations excluded amortization of acquired intangibles as an expense but included stock based compensation as an expense, and (ii) each company’s enterprise value to estimated EBITDA for the 2009 calendar year, which calculations included stock based compensation as an expense. The enterprise value of each company was obtained by adding its short and long-term debt (which included a $15.4 million minority interest, in the case of Metavante, and a $164.4 million minority interest, in the case of FIS) to the sum of the market value of its common stock and subtracting its cash and cash equivalents. All of these calculations were performed based on the consensus of independent research analysts earnings estimates compiled by I/B/E/S at that time including stock based compensation as an expense and excluding amortization of acquired intangibles as an expense and


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closing prices as of March 30, 2009, the last trading date prior to the delivery of Barclays Capital’s opinion. The results of this selected comparable company analysis are summarized below:
 
                 
    Stock Price as a
    Enterprise Value as a
 
    Multiple of CY2009E
    Multiple of CY2009E
 
    EPS     EBITDA  
 
Metavante
    12.6 x     7.3 x
FIS
    11.0 x     6.9 x
Fiserv Inc. 
    9.7 x     7.4 x
Global Payments, Inc. 
    14.2 x     6.5 x
Heartland Payment Systems, Inc. 
    5.6 x     2.9 x
Jack Henry & Associates, Inc. 
    12.8 x     6.0 x
Online Resources Corporation
    22.5 x     6.7 x
Total System Services, Inc. 
    10.9 x     5.1 x
 
Barclays Capital selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of Metavante. However, because of the inherent differences between the business, operations and prospects of Metavante, FIS and those of the selected comparable companies, Barclays Capital believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays Capital also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Metavante, FIS and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Metavante, FIS and the companies included in the selected company analysis. Based upon these judgments and assuming the completion of the equity capital investment, Barclays Capital selected a range of 6.5x to 7.5x multiples of 2009 calendar year estimated EBITDA and 9.5x to 13.0x multiples of 2009 calendar year estimated EPS and applied such ranges to Metavante and FIS management projections to calculate a range of implied equity values per share of Metavante common stock and FIS common stock which were then used to calculate a range of implied exchange ratios. The following summarizes the result of these calculations:
 
         
    Implied Exchange Ratio  
 
Enterprise Value as a Multiple of CY2009E EBITDA
    0.7938x – 1.2587 x
Stock Price as a Multiple of CY2009E EPS
    0.7466x – 1.3981 x
 
Barclays Capital noted that on the basis of the selected comparable company analysis, the exchange ratio to be offered in the merger was above the range of implied exchange ratios per share calculated using estimated 2009 calendar year EBITDA and within the range of implied exchange ratios per share calculated using estimated 2009 calendar year EPS.
 
Discounted Cash Flow Analysis
 
Barclays Capital performed a discounted cash flow analysis of Metavante and FIS. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.
 
To calculate the estimated enterprise value of Metavante common stock and FIS common stock using the discounted cash flow method, Barclays Capital added (i) projected after-tax unlevered free cash flows of each of Metavante and FIS for fiscal years 2009 through 2013 based on the street estimates to (ii) the “terminal value” of each of Metavante and FIS as of December 31, 2013, and discounted such amount to its present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest and tax expense


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(excluding amortization of purchased intangibles), adding depreciation and amortization and stock based compensation expense and subtracting capital expenditures and changes in working capital. The residual value of each of Metavante and FIS at the end of the forecast period, or “terminal value,” was estimated by selecting a range of terminal value multiples based on EBITDA for the fiscal year ending December 31, 2014 of 6.5x to 7.5x and applying such range to the street estimates. The range of after-tax discount rates of 7.0% to 11.0% was selected based on an analysis of the weighted average cost of capital of Metavante and FIS.
 
Based upon these terminal values and discount rates and assuming completion of the equity capital investment, Barclays Capital then calculated a range of implied equity values per share of Metavante common stock and FIS common stock, which were then used to calculate a range of implied exchange ratios. Based on these implied per share values, this analysis indicated an implied exchange ratio range of 0.6927x to 1.4354x. Barclays Capital noted that on the basis of the discounted cash flow analysis, the Exchange Ratio was within the range of implied exchange ratios per share calculated using the street estimates.
 
Transaction Premium Analysis
 
In order to assess the premium offered to the shareholders of Metavante in merger relative to the premiums offered to shareholders in other transactions, Barclays Capital reviewed the premium paid in all U.S. domestic all-stock M&A transactions valued between $1.5 billion and $5 billion from January 1, 2004 to March 30, 2009. For each transaction, Barclays Capital calculated the premium per share paid by the acquirer by comparing the announced transaction value per share to the target company’s historical average share price during the following periods: (i) one trading day prior to announcement, and (ii) 30 calendar days prior to announcement. The results of this transaction premium analysis are summarized below:
 
                 
    One Trading
    30-Calendar
 
    Day     Day Average  
 
3rd Quartile
    8.4 %     9.3 %
Median
    15.3 %     19.4 %
1st Quartile
    32.8 %     32.7 %
 
The reasons for and the circumstances surrounding each of the transactions analyzed in the transaction premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Metavante and the companies included in the transaction premium analysis. Accordingly, Barclays Capital believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays Capital therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the proposed transaction which would affect the acquisition values of the target companies and Metavante. Based upon these judgments, Barclays Capital selected a range of 10.0% to 35.0% 1-day premiums paid and 10.0% to 35.0% 30-day premiums paid to calculate a range of implied exchange ratios of Metavante equity value per share to FIS equity value per share of 1.1988x to 1.4712x for the 1-day premiums paid and 1.1554x to 1.4180x for the 30-day premiums paid.
 
Barclays Capital noted that on the basis of the transaction premium analysis, the exchange ratio to be offered in the merger was within both of these ranges of implied exchange ratios.
 
Barclays Capital is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Metavante’s board of directors selected Barclays Capital because of its familiarity with Metavante and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.


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Barclays Capital is acting as financial advisor to Metavante in connection with the merger. As compensation for its services, Metavante agreed to pay Barclays Capital a fee of $2 million in connection with the delivery of Barclays Capital’s opinion and a fee of $18 million (less any amounts paid in connection with the opinion) payable upon completion of the merger. In addition, Metavante has agreed to reimburse Barclays Capital for its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays Capital for certain liabilities that may arise out of its engagement by Metavante and the rendering of Barclays Capital’s opinion. Barclays Capital expects to perform various investment banking and financial services for the combined company in the future and expects to receive customary fees for such services. In addition, an affiliate of Barclays Capital may assume a portion of the financing commitments relating to an asset-backed revolving credit facility of FIS, which facility may be entered into in connection with the consummation of the merger. In the event that its affiliate assumes such financing commitments, Barclays Capital expects such affiliate to receive customary fees in connection therewith. In addition, Barclays Capital has performed various investment banking and financial services for Warburg Pincus and its affiliates in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services.
 
Barclays Capital is a full service securities firm engaged in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays Capital and affiliates may actively trade and effective transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Metavante, FIS, Warburg Pincus and their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.
 
Board of Directors and Management of FIS following Completion of the Merger
 
Upon completion of the merger, the board of directors of FIS will consist of nine members comprised of:
 
  •  Mr. William P. Foley, the current chairman of the board of FIS, Mr. Lee Kennedy, the current President and Chief Executive Officer of FIS, plus four current non-employee directors of FIS designated by FIS, who we currently expect will be Messrs. Thomas M. Hagerty, Keith W. Hughes, David K. Hunt, and Richard N. Massey, each of whom are currently directors of FIS;
 
  •  Mr. Frank R. Martire, the current Chairman and Chief Executive Officer of Metavante, plus one current non-employee director of Metavante designated by Metavante, who we currently expect will be Mr. Stephan James, a current director of Metavante; and
 
  •  one individual designated by WPM, who we currently expect will be James Neary, a current director of Metavante.
 
Upon consummation of the merger, Mr. Foley will continue to serve as the chairman of the FIS board of directors, Mr. Kennedy will serve as Executive Vice Chairman of the FIS board of directors, and Mr. Martire will serve as President and Chief Executive Officer of FIS.
 
Information about the current FIS and Metavante directors and executive officers can be found in the documents listed under the heading “FIS SEC Filings” and “Metavante SEC Filings” in the section entitled, “Where You Can Find More Information” on page [  ].
 
Public Trading Markets
 
FIS common stock trades on the NYSE under the symbol “FIS.” Metavante common stock trades on the NYSE under the symbol “MV.” Upon completion of the merger, Metavante common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended. The newly issued FIS common stock issuable pursuant to the merger agreement will be listed on the NYSE.


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No Appraisal Rights
 
Appraisal rights are statutory rights that enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under Georgia law, holders of FIS common stock are not entitled to appraisal rights in connection with the share issuances. Under Wisconsin law, holders of Metavante common stock are not entitled to appraisal rights in connection with the merger.
 
Regulatory Approvals Required for the Merger
 
Under the provisions of the HSR Act, the merger cannot be completed until the expiration of a 30-day waiting period following the filing of notification and report forms with the Antitrust Division and the FTC, unless a request for additional information and documentary material is received from the Antitrust Division or the FTC or unless early termination of the waiting period is granted. If the Antitrust Division or the FTC issues a request for additional information and documentary material, then the waiting period will be extended until 11:59 p.m., New York City time, on the thirtieth day after substantial compliance by FIS and Metavante with the request, unless earlier terminated by the Antitrust Division or the FTC or further extended by court order or with the consent of FIS and Metavante. On April 17, 2009, FIS and Metavante each filed their respective notification and report forms with the Antitrust Division and the FTC.
 
The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the merger. At any time before or after the merger, the Antitrust Division, the FTC, one or more state attorneys general, or a foreign competition authority could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger or seeking divestiture of substantial businesses or assets of FIS, Metavante, or their subsidiaries and affiliates. Private parties may also bring legal actions under the antitrust laws under certain circumstances.
 
There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if a challenge is made, of the result of such challenge. Similarly, there can be no assurance that FIS and Metavante will obtain the regulatory approvals necessary to consummate the merger or that the granting of these approvals will not involve the imposition of conditions or changes to the terms of the merger. These conditions or changes could result in the conditions to the merger not being satisfied prior to December 31, 2009 or at all. Each of FIS and Metavante have agreed to use its reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. Neither FIS nor Metavante is required to take any action or agree to any condition or restriction in connection with obtaining regulatory approvals that would be reasonably expected to have a material adverse effect, measured on a scale relative to Metavante, on FIS or Metavante.
 
Litigation Related to the Merger
 
On April 7, 2009, a putative class action complaint was filed by a purported Metavante shareholder against Metavante, its directors, certain officers, and FIS. The complaint alleges that the directors and officers breached fiduciary duties to Metavante shareholders and that Metavante and FIS aided and abetted such breaches. The complaint seeks to enjoin the proposed merger transaction, preliminarily and permanently, and also seeks damages, attorneys’ fees, and class certification. An amended complaint was filed on April 23, 2009, adding an additional plaintiff, but it is otherwise the same as the original complaint. The case is Lisa Repinski, et al v. Michael Hayford, et al, Milwaukee County Circuit Court Case No. 09CV5325.
 
On April 24, 2009, a second putative class action containing similar allegations was filed by another purported Metavante shareholder against Metavante and its directors and certain officers. This complaint also seeks to enjoin the transaction, preliminarily and permanently, and also seeks damages, attorneys’ fees, and class certification. The case is Samuel Beren v. Metavante Technologies, Inc. et al., Milwaukee County Circuit Court Case No. 09CV6315.


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On April 28, 2009, a motion was filed to consolidate the Repinski and Beren actions; that motion has not yet been decided. FIS and Metavante believe these actions are without merit and intend to defend themselves vigorously against the claims.
 
Interests of Certain Persons in the Merger
 
Metavante’s executive officers and directors have interests in the merger as individuals that are different from, or in addition to, the interests of Metavante’s shareholders generally. Each of the Metavante and FIS boards of directors were aware of these interests and considered them, among other matters, in approving and adopting the merger agreement and the transactions it contemplates.
 
Directors Affiliated with Warburg Pincus LLC
 
Messrs. David Coulter, James Neary and Adarsh Sarma, who are currently members of the Metavante board of directors, are also managing directors of Warburg Pincus LLC. Mr. Neary is expected to continue as a director of FIS following the merger. As discussed below under the caption “— The Merger Agreement — Agreements with an Entity Affiliated with Warburg Pincus LLC,” WPM, which is affiliated with Warburg Pincus LLC, has entered into certain agreements with FIS, Merger Sub and Metavante in connection with the execution of the merger agreement.
 
Outstanding Metavante Stock Awards; Certain M&I Stock Options
 
The merger agreement specifies how equity compensation awards issued by Metavante prior to the completion of the merger will be treated in the merger. Upon completion of the merger:
 
  •  each outstanding option issued by Metavante to acquire Metavante common stock will be converted into an option to purchase a number of shares of FIS common stock equal to the number of shares of Metavante common stock underlying such option immediately prior to the merger multiplied by the exchange ratio, with an exercise price that equals the exercise price of such option immediately prior to the merger divided by the exchange ratio;
 
  •  each restricted share of Metavante common stock will be converted into a number of restricted shares of FIS common stock equal to the number of shares of Metavante common stock underlying such restricted share multiplied by the exchange ratio;
 
  •  each performance share denominated in shares of Metavante common stock will be converted into:
 
  •  a number of restricted shares of FIS common stock equal to the number of shares of Metavante common stock underlying such performance share at target immediately prior to the merger multiplied by a fraction, the numerator of which is the number of whole calendar months remaining in the performance period and the denominator of which is the total number of calendar months in the performance period, multiplied by the exchange ratio; and
 
  •  an amount in cash based upon the portion of the performance period that has been completed as of the effective time of the merger, equal to the product of (A) the number of shares of Metavante common stock underlying the performance share, at target, as of immediately prior to the merger multiplied by (B) a fraction, the numerator of which is the number of whole or partial calendar months elapsed in the performance period through the effective time of the merger and the denominator of which is the total number of calendar months in the performance period, multiplied by (C) the closing sale price of Metavante common stock immediately prior to the effective time of the merger; and
 
  •  each stock unit denominated in shares of Metavante common stock will be converted into the right to receive a number of shares of FIS common stock equal to the number of shares of Metavante common stock underlying such unit immediately prior to the merger multiplied by the exchange ratio.
 
FIS has generally agreed to assume at completion of the merger Metavante’s obligations with respect to the Metavante stock options, restricted shares, performance shares and stock units that are converted into FIS stock


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options and restricted shares in accordance with the terms of the plans and agreements under which they have been granted.
 
Outstanding Metavante stock options that were initially granted by M&I and subsequently converted from M&I stock options into Metavante stock options in connection with the spin-off of M&I from Metavante will fully vest pursuant to their terms upon the consummation of a change of control of Metavante such as the completion of the merger pursuant to the terms applicable to such awards prior to the spin-off. As of [  ], Metavante’s executive officers as a group and Metavante’s non-employee directors as a group held such “legacy M&I” stock options to acquire [  ] and [  ] shares of Metavante common stock, respectively. Such “legacy M&I” stock options will vest upon the completion of the merger, and will otherwise be assumed and converted into stock options in respect of FIS common stock as described above.
 
Outstanding restricted shares of Metavante common stock that were initially granted by M&I and subsequently converted into Metavante restricted shares in connection with the spin-off of M&I from Metavante will fully vest pursuant to their terms upon the consummation of a change of control of Metavante such as the completion of the merger pursuant to the terms applicable to such awards prior to the spin-off. As of [  ], Metavante’s executive officers as a group and Metavante’s non-employee directors as a group held [  ] and [  ] of such legacy M&I restricted shares, respectively. Such legacy M&I restricted shares will vest upon the completion of the merger, and will otherwise be assumed and converted into a number of shares of FIS common stock equal to the number of shares of Metavante common stock underlying such restricted shares multiplied by the exchange ratio.
 
After their conversion into awards in respect of FIS common stock as described above, unvested and outstanding Metavante stock options and restricted stock (other than the legacy M&I options and restricted shares described above, which will vest upon the completion of the merger) will fully vest pursuant to their terms in the event of the grantee’s involuntary termination of employment without cause or, with respect to options granted to certain executive officers who have employment or change of control agreements, termination of employment for good reason, in each case, within two years following a change of control of Metavante. In the event of a grantee’s involuntary termination of employment without cause or, with respect to options granted to certain executive officers who have employment agreements, termination of employment for good reason, in each case within two years following a change of control of Metavante, all of the grantee’s stock options will remain exercisable for the lesser of the remaining option term or five years after the date of such termination.
 
As of [  ], Metavante executive officers as a group held stock options to acquire [  ] shares of Metavante common stock (with an average exercise price of $[  ]), [  ] shares of Metavante restricted stock, [  ] performance shares denominated in Metavante common stock, and [  ] stock units in respect of Metavante common stock, and Metavante’s non-employee directors as a group held stock options to acquire [  ] shares of Metavante common stock (with an average exercise price of $[  ]), [  ] shares of Metavante restricted stock, [  ] performance shares denominated in Metavante common stock and [  ] stock units in respect of Metavante common stock. The aggregate cash amount payable to Metavante’s executive officers in respect of their outstanding Metavante performance shares is approximately $[  ], assuming a closing date of July 1, 2009 and a closing share price of $[  ].
 
Change of Control Agreements
 
Certain of Metavante’s executive officers, including Messrs. Martire, James R. Bolton, Senior Executive Vice President of Metavante, Frank G. D’Angelo, Senior Executive Vice President of Metavante, Michael D. Hayford, Brian C. Hurdis, Senior Executive Vice President of Metavante, Donald W. Layden, Jr., Senior Executive Vice President, General Counsel and Corporate Secretary of Metavante, and Timothy C. Oliver, Senior Executive Vice President and Chief Financial Officer of Metavante, have change of control agreements with Metavante that provide for severance and other payments in connection with a termination of an executive’s employment by Metavante without cause (as defined in the applicable change of control agreement) or by the executive for “good reason” (as defined in the applicable change of control agreement) within three years (in the case of Messrs. Martire, Hayford and Layden) or two years (in the case of Messrs. Bolton, D’Angelo, Hurdis and Oliver) following a change of control (such as the completion of the merger),


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subject to the executive’s execution and non-revocation of a release of claims against Metavante and its successors and affiliates. As described below, Messrs. Martire and Hayford have entered into amended and restated employment agreements with FIS that supersede their respective employment agreements and change in control agreements.
 
Under the change of control agreements, upon a termination for good reason or without cause, cash severance benefits that become due to the executive include, in addition to accrued compensation and benefits, a lump sum payment payable six months after the date of termination equal to the sum of:
 
  •  a pro-rata annual bonus based on the higher of (x) the average annualized bonus paid or payable to the executive in respect of the three fiscal years preceding the year in which the change of control occurs and (y) the annual bonus paid or payable (including amounts deferred) to the executive for the fiscal year prior to the year of termination (such higher amount, the “Highest Annual Bonus”);
 
  •  an amount equal to three (in the case of Messrs. Martire, Hayford and Layden) or two (in the case of Messrs. Bolton, D’Angelo, Hurdis and Oliver) times the sum of the executive’s annual base salary and Highest Annual Bonus;
 
  •  an amount equal to the excess of the actuarial equivalent value of benefits that the executive would have received under the company’s qualified and nonqualified benefit retirement plans had he remained employed for a number of years after termination equal to the applicable severance multiple, over the actuarial equivalent value of the executive’s actual benefit as of termination; and
 
  •  an amount equal to the product of the severance multiple and the sum of the imputed income reflected on the executive’s W-2 attributable to the car, if any, provided to the executive for the last calendar year prior to the change of control and club dues paid by the company for the executive for such year, if any.
 
In addition, upon a termination for good reason or without cause, each change of control agreement provides that the executive will immediately become fully vested in any non-performance based stock options that he holds and will be entitled to continuation of medical and dental benefits for the period of time equal to the severance multiple (expressed in months). Messrs. Martire, Hayford, Layden and D’Angelo will also be eligible for retiree health benefits for himself and his spouse and eligible dependents for life. In addition, each change of control agreement entitles the executive to a gross-up payment for taxes under Section 4999 of the Code (with respect to Section 280G of the Code), unless a reduction of the executive’s severance benefits by $50,000 or less would avoid the imposition of the excise tax (in which case severance will be reduced to avoid the imposition of the excise tax).
 
Assuming that the merger is completed on July 1, 2009 and all Metavante executive officers who currently have change of control agreements experience a qualifying termination of employment immediately thereafter, the five Metavante executive officers who have change of control agreements (other than Messrs. Martire and Hayford, whose change of control agreements will have been superseded by new employment agreements with FIS upon the completion of the merger, as described below) as a group would be entitled to receive an aggregate cash amount of approximately $[  ] million in severance payments. In addition, Messrs. [  ] would be entitled to an aggregate excise tax gross-up payment equal to $[  ].
 
New Employment Agreements and Relocation Letter Agreements with FIS
 
In connection with the merger agreement, Messrs. Martire and Hayford each entered into employment agreements and relocation letter agreements with FIS. Each agreement is effective upon and subject to the completion of the merger. Each executive’s employment agreement with FIS will amend, restate and supersede his existing employment and change of control agreement with Metavante and provide for certain payments and benefits in connection with his employment (or termination) as the President and Chief Executive Officer in the case of Mr. Martire and Executive Vice President and Chief Financial Officer in the case of Mr. Hayford of the combined company.
 
Under his employment agreement, Mr. Martire will receive an annual base salary of $1,000,000 and be eligible to receive an annual bonus opportunity for each year (including 2009) under FIS’ annual incentive plan, with a target


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annual bonus equal to 200 percent of his annual base salary, and a maximum annual bonus opportunity of up to 400 percent of his annual base salary. Pursuant to the employment agreement, following the completion of the merger, Mr. Martire will be eligible to receive stock options to acquire 1,000,000 shares of FIS common stock at an exercise price equal to the closing price per share of FIS common stock on the date of grant, with such options becoming vested in three equal installments on the first three anniversaries of the completion of the merger. In addition, Mr. Martire will receive a grant of restricted stock that has a total value on the grant date (based on the closing price per share of FIS common stock on the date of grant) of $1,000,000 that will become vested in equal installments on the first three anniversaries of the completion of the merger. The equity grants will be subject to the terms and conditions of the equity plan under which they will be granted and evidenced by an award agreement.
 
Mr. Martire’s employment agreement with FIS provides that, notwithstanding anything to the contrary in his performance share agreement, the portion of his outstanding Metavante performance shares that would otherwise be converted into restricted shares upon the completion of the merger in accordance with their terms and the terms of the merger agreement, will instead be converted into a number of performance shares in respect of FIS common stock equal to the product of (i) the number of shares of Metavante common stock underlying or subject to his performance shares at target, multiplied by, (ii) a fraction, the numerator of which is the number of whole calendar months remaining in the applicable performance period from and after the completion of the merger and the denominator of which is 36, multiplied by (iii) the exchange ratio in the merger agreement, and each such FIS performance share will be subject to the same terms and conditions (including vesting schedule) as were applicable to the corresponding Metavante performance shares immediately prior to the closing. Obligations in respect of the performance shares will be payable or distributable in accordance with the terms of the applicable award agreement (with proper adjustments in the performance criteria to reflect the exchange ratio). Upon a termination of Mr. Martire’s employment by him for “good reason” (as defined in the employment agreement) during the applicable performance period, the FIS performance shares will be prorated, at target performance, based on the portion of the applicable performance period that has elapsed through the date of termination.
 
Upon the completion of the merger, Mr. Martire will be one of the nine members of the board of directors of FIS. See “FIS Proposal 1 and Metavante Proposal 1: The Merger — Board of Directors and Management of FIS following Closing of the Merger.”
 
Pursuant to his employment agreement, Mr. Hayford will receive an annual base salary of $625,000 and be eligible to receive an annual bonus opportunity for each year (including 2009) under FIS’ annual incentive plan, with a target annual bonus equal to 150 percent of his annual base salary and a maximum annual bonus opportunity of up to 300 percent of his annual base salary. Following the completion of the merger, Mr. Hayford will be eligible to receive stock options to acquire 750,000 shares of FIS common stock at an exercise price equal to the closing price per share of FIS common stock on the date of grant, with such options becoming vested in three equal installments on the first three anniversaries of the completion of the merger. The option will be subject to the terms and conditions of the equity plan under which it is granted and will be evidenced by an award agreement.
 
In the event that Mr. Martire’s or Mr. Hayford’s employment with FIS is terminated involuntarily by FIS other than for “cause” (as defined in the employment agreements) or as a result of his death or “disability” (as defined in the employment agreements) or by the executive for “good reason” (as defined in the employment agreement), subject to the executive’s execution and non-revocation of a release, the executive will become entitled to receive, in addition to accrued amounts, a lump sum payment payable six months following the date of termination consisting of (i) a pro-rata annual bonus based on actual performance and (ii) an amount equal to three times the sum of the executive’s base salary and the highest annual bonus paid to the executive in respect of the three years preceding the year in which the date of termination occurs (or if higher, his target annual bonus opportunity for the year of termination). In addition, upon the executive’s termination, the executive will become fully vested in his unvested stock options, restricted stock and other equity-based awards, except for equity-based awards subject to the satisfaction of performance criteria, which will become vested solely to the extent of the satisfaction of their existing terms. Each executive will also be entitled to continued medical and dental coverage for up to three years following the date of termination (subject to the


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executive’s payment of the full monthly COBRA premium) and FIS will pay the executive a lump-sum cash payment six months following the date of termination equal to the total of the monthly medical and dental COBRA premiums for thirty-six months based on the level of coverage in effect for the executive on the date of termination. Solely with respect to Mr. Martire, upon such a qualifying termination of employment, he will be entitled to convert his company-provided life insurance coverage into an individual policy and receive from FIS, six months following the date of termination, a lump sum cash payment equal to the total of the monthly life insurance premiums for thirty-six months. Subject to the execution of a general release, Messrs. Martire and Hayford each will be entitled to receive a gross-up payment for taxes under Section 4999 of the Code (with respect to Section 280G of the Code). However, if the payments and benefits payable under the employment agreement or otherwise exceed the maximum amount that the executive could receive without being subject to the excise tax by 3% or less, the executive’s severance benefits will instead be reduced to avoid the imposition of the excise tax.
 
Relocation Letter Agreements with FIS
 
Pursuant to relocation letter agreements they entered into in connection with and contingent upon the completion of the merger, Messrs. Martire and Hayford will be entitled to receive relocation benefits in connection with their relocations to Jacksonville, Florida, and will be eligible to receive a retention bonus in the amount of $3.5 million and $3.0 million, respectively. Payment of the retention bonus is contingent on the executive’s purchase or lease of a residential property in Jacksonville, Florida and his continued employment until the first payroll date following the seven-month anniversary of the completion of the merger. In the event that the executive’s employment with FIS is terminated involuntarily by FIS prior to that date, as a result of his death or “disability” (as defined in the new employment agreements) or by the executive for “good reason,” he will become entitled to receive the retention bonus on the first payroll date following the seven-month anniversary of completion of the merger.
 
Deferred Compensation Plans
 
Metavante sponsors non-qualified deferred compensation plans both for its non-employee directors and for certain of its executives. Pursuant to the Metavante Directors Deferred Compensation Plan, outside directors are eligible to defer director fees or stock units granted to them. A director’s contributions to the Metavante Directors Deferred Compensation Plan are fully vested at all times. The director’s account under the Metavante Directors Deferred Compensation Plan will be distributed in a lump sum cash payment within 45 days following the termination of his directorship occurring within one year following a change of control, such as the completion of the merger. As of [  ], 2009, Metavante’s non-employee directors, as a group, had deferred compensation account balances of approximately $[  ].
 
Pursuant to the Metavante Executive Deferred Compensation Plan, certain executives are eligible to defer up to 80% of their base salaries and up to 100% of their bonuses and Metavante makes contributions on behalf of the executive into a separate sub-account (the “SERP account”) on their behalf. While an eligible executive’s contributions are fully vested at all times, the executive’s SERP account vests in accordance with the vesting schedule contained in Metavante’s tax qualified retirement plan. Upon a change of control, an executive will become fully vested in his accounts under the Executive Deferred Compensation Plan. In addition, if the executive’s employment is terminated within one year following a change of control, his account will be distributed in a lump sum cash payment within 45 days after the year of separation, or if later, the first day of the seventh month after his termination. The completion of the merger will constitute a change of control for purposes of the Metavante Executive Deferred Compensation Plan. As of [  ], 2009, each of Messrs. [  ] participate in the Metavante Executive Deferred Compensation Plan, and as a group, had deferred compensation account balances of approximately $[  ] (of which approximately $[  ] is currently unvested but will vest upon the completion of the merger).
 
Indemnification and Insurance
 
Metavante’s executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the merger. The merger agreement provides that from and after the effective date of the merger, FIS will indemnify to the fullest extent currently provided


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under applicable law, Metavante’s charter and bylaws and existing indemnification agreements, each of Metavante’s directors or officers against all losses or costs in connection with any claim pertaining to (i) the fact that such person is or was a director or officer of Metavante or its subsidiaries or (ii) the merger agreement and the transactions it contemplates. The merger agreement further provides that FIS will cause the officers and directors of Metavante to be covered for a period of six years by Metavante’s directors’ and officers’ insurance, or policies (or, at FIS’ option, Metavante will purchase a prepaid “tail policy”) that are not less advantageous than Metavante’s existing policy, with respect to acts or omissions occurring prior to the merger, provided that FIS will not be required to pay annual premiums in excess of 250% of Metavante’s current premiums. The parties also agreed to cooperate and use their best efforts to defend against and respond to any claim, action, suit, proceeding or investigation pertaining to (i) a director or officer of Metavante or (ii) the merger agreement and the transactions it contemplates.


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THE MERGER AGREEMENT
 
The following describes certain aspects of the merger, including material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this document as Appendix A and is incorporated by reference into this document. We urge you to read the merger agreement carefully and in its entirety.
 
Structure of the Merger
 
The merger agreement provides for the merger of Metavante with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of FIS following the merger. Each share of Metavante common stock issued and outstanding immediately prior to the completion of the merger, except for specified shares of Metavante common stock held by Metavante and FIS, will be automatically converted into the right to receive 1.35 shares of FIS common stock.
 
FIS will not issue any fractional shares of FIS common stock in the merger. Instead, a Metavante shareholder of record who otherwise would have received a fraction of a share of FIS common stock will receive an amount in cash rounded to the nearest cent. This cash amount will be determined by multiplying the fraction of a share of FIS common stock to which the holder of record would otherwise be entitled, rounded to the nearest ten thousandth, by the average of the closing sale prices of FIS common stock on the New York Stock Exchange as reported by The Wall Street Journal for the five full trading days immediately preceding (but not including) the date of the effective time of the merger.
 
Treatment of Metavante Stock Awards
 
The merger agreement specifies how equity compensation awards issued by Metavante prior to completion of the merger will be treated in the merger. Upon completion of the merger (or with respect to restricted shares of Metavante common stock, as of immediately prior to the effective time of the merger):
 
  •  each outstanding option issued by Metavante to acquire Metavante common stock will be assumed by FIS in accordance with its terms and converted into an option to purchase a number of shares of FIS common stock equal to the product, rounded down to the nearest whole share, of the number of shares of Metavante common stock underlying such option immediately prior to the completion of the merger multiplied by the exchange ratio, at an exercise price per share of FIS common stock equal to the quotient, rounded up to the nearest whole cent, of the exercise price of such option immediately prior to the completion of the merger divided by the exchange ratio;
 
  •  each outstanding restricted share of Metavante common stock issued by Metavante will be assumed by FIS in accordance with its terms and converted into a number of restricted shares of FIS common stock equal to the product, rounded down to the nearest whole number of shares of FIS common stock, of the number of shares of Metavante common stock underlying such restricted shares multiplied by the exchange ratio;
 
  •  each outstanding performance share issued by Metavante denominated in shares of Metavante common stock will be assumed by FIS and converted into:
 
  •  a number of restricted shares of FIS common stock that will be (A) equal to the product, rounded down to the nearest whole number of shares, of the number of shares of Metavante common stock underlying such performance share, at target, as of immediately prior to the merger multiplied by a fraction, the numerator of which is the number of whole calendar months remaining in the performance period from and after the effective time of the merger and the denominator of which is the total number of calendar months in the performance period, multiplied by the exchange ratio, and (B) will become fully vested on the last day of the performance period applicable to the original performance shares; and
 
  •  an amount in cash equal to the product of (A) the number of shares of Metavante common stock underlying the performance share, at target, as of immediately prior to the merger multiplied by


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  (B) a fraction, the numerator of which is the number of whole calendar months elapsed in the performance period through the effective time of the merger and the denominator of which is the total number of calendar months in the performance period, multiplied by (C) the closing sale price of Metavante common stock immediately prior to the effective time of the merger; and
 
  •  each restricted stock unit issued by Metavante denominated in shares of Metavante common stock will be assumed by FIS in accordance with its terms and converted into a number of shares of FIS common stock (or an amount in respect thereof for cash settled Metavante stock units) equal to the product, rounded down to the nearest whole number of shares of FIS common stock, of (A) the number of shares of Metavante common stock underlying such unit immediately prior to the merger multiplied by (B) the exchange ratio.
 
FIS has agreed to reserve additional shares of FIS common stock to satisfy its obligations under the assumed stock options and assumed stock units and to file a registration statement with the SEC on an appropriate form to the extent necessary to register FIS common stock subject to the assumed stock options and assumed stock units.
 
The merger agreement specifies how Metavante’s employee stock purchase plan will be treated in connection with the merger. The Metavante employee stock purchase plan will be suspended, effective as of Metavante’s payroll period ending immediately prior to the completion of the merger (but not less than 15 business days prior to the closing), such that the offering period then in effect will be the final offering period under the plan, and after accumulated participant contributions are applied to the purchase of Metavante common stock, Metavante will terminate its employee stock purchase plan effective immediately prior to the completion of the merger.
 
Closing and Effective Time of the Merger
 
The merger will be completed only if all of the following occur:
 
  •  the merger agreement is approved by Metavante shareholders;
 
  •  the issuance of FIS common stock in connection with the merger is approved by the FIS shareholders;
 
  •  all required governmental and regulatory consents and approvals are obtained as provided in the merger agreement; and
 
  •  all other conditions to the merger discussed in this document and the merger agreement are either satisfied or waived.
 
The merger will become effective when articles of merger are filed with the Department of Financial Institutions of the State of Wisconsin and a certificate of merger is filed with the Secretary of State of the State of Delaware. In the merger agreement, we have agreed to cause the completion of the merger to occur no later than the fifth business day following the satisfaction or waiver of the last of the conditions specified in the merger agreement, or on another mutually agreed date. It currently is anticipated that the effective time of the merger will occur in the third quarter of 2009, but we cannot guarantee when or if the merger will be completed. The Merger Sub’s certificate of formation and operating agreement as in effect immediately prior to the effective time will be the certificate of formation and operating agreement of the surviving company upon the completion of the merger.
 
Distribution of FIS Shares
 
The conversion of Metavante common stock into the right to receive the merger consideration will occur automatically upon the completion of the merger. As soon as reasonably practicable after the completion of the merger, the exchange agent will exchange certificates representing shares of Metavante common stock for merger consideration to be received pursuant to the terms of the merger agreement. Prior to the completion of the merger, the parties will select a bank or trust company reasonably acceptable to FIS and Metavante to be the exchange agent, who will exchange certificates representing shares of Metavante common stock for the merger consideration and perform other duties as explained in the merger agreement.


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Upon completion of the merger, shares of Metavante common stock held in the book-entry form will be automatically converted into whole shares of FIS common stock in book-entry form. An account statement will be mailed to you confirming this automatic conversion.
 
Letter of Transmittal
 
As soon as practicable after the completion of the merger, the exchange agent will mail a letter of transmittal to each holder of a Metavante common stock certificate at the effective time of the merger. This mailing will contain instructions on how to surrender Metavante common stock certificates in exchange for statements indicating book-entry ownership of FIS common stock and a check in the amount of cash to be paid instead of fractional shares. When you deliver your Metavante stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your Metavante stock certificates will be cancelled and you will receive statements indicating book-entry ownership of FIS common stock. You also will receive a cash payment for any fractional shares of FIS common stock that would have been otherwise issuable to you as a result of the merger.
 
Holders of Metavante common stock should not submit their Metavante stock certificates for exchange until they receive the letter of transmittal and transmittal instructions from the exchange agent.
 
If a certificate for Metavante common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration properly payable under the merger agreement upon receipt of appropriate evidence as to that loss, theft or destruction and appropriate and customary indemnification.
 
After the completion of the merger, there will be no further transfers on the stock transfer books of Metavante, except as required to settle trades executed prior to the completion of the merger.
 
Withholding
 
The exchange agent (or, after the first anniversary of the effective time of the merger, FIS) will be entitled to deduct and withhold from the cash in lieu of fractional shares payable to any Metavante shareholder the amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If the exchange agent withholds any amounts, these amounts will be treated for all purposes of the merger as having been paid to the shareholders from whom they were withheld.
 
Dividends and Distributions
 
Until Metavante common stock certificates are surrendered for exchange, any dividends or other distributions declared after the completion of the merger with respect to FIS common stock into which shares of Metavante common stock may have been converted will accrue, without interest, but will not be paid. FIS will pay to former Metavante shareholders any unpaid dividends or other distributions, without interest, only after they have duly surrendered their Metavante stock certificates.
 
Representations and Warranties
 
The merger agreement contains representations and warranties of each of FIS and Merger Sub, on the one hand, and Metavante, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the merger agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between FIS and Merger Sub, on the one hand, and Metavante, on the other hand. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about FIS, Metavante or Merger Sub.
 
The merger agreement contains customary representations and warranties of Metavante, FIS and Merger Sub relating to their respective businesses. The representations and warranties in the merger agreement do not survive the effective time of the merger.


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Each of FIS, Merger Sub and Metavante has made representations and warranties regarding, among other things:
 
  •  corporate matters, including due organization and qualification;
 
  •  capitalization;
 
  •  authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;
 
  •  required governmental filings and consents;
 
  •  the timely filing of reports with governmental entities;
 
  •  financial statements;
 
  •  broker’s fees payable in connection with the merger;
 
  •  the absence of certain changes or events;
 
  •  legal proceedings;
 
  •  tax matters;
 
  •  labor and employee benefit matters;
 
  •  compliance with applicable laws and material permits;
 
  •  certain material contracts;
 
  •  the absence of undisclosed liabilities;
 
  •  environmental liabilities;
 
  •  real property;
 
  •  the inapplicability of state takeover laws to the transactions;
 
  •  the tax treatment of the merger;
 
  •  internal controls;
 
  •  intellectual property;
 
  •  insurance;
 
  •  the accuracy of information supplied for inclusion in this document and other similar documents;
 
  •  the receipt of an opinion from its financial advisor(s);
 
  •  affiliate transactions; and
 
  •  ownership of the other party’s securities.
 
Certain representations and warranties of FIS and Metavante are qualified by the occurrence of, or reasonable expectation of, a material adverse effect on either the business, assets, properties, results of operations or condition (financial or otherwise) of a party and its subsidiaries taken as a whole, or the ability of a party to timely consummate the transactions contemplated by the merger agreement. In determining whether a material adverse effect has occurred or would reasonably be expected to occur with respect to the business, assets, properties, results of operations or condition (financial or otherwise) of a party, FIS and Metavante will disregard any effects resulting from:
 
  •  changes, after the date of the merger agreement, in generally accepted accounting principles (or any interpretation thereof) generally applicable to companies engaged in the industries in which FIS and Metavante operate;


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  •  changes, after the date of the merger agreement, in laws of general applicability or interpretations or enforcement thereof by governmental entities;
 
  •  actions or omissions of a party taken with the prior written consent of the other party or expressly required under the merger agreement, including the impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners;
 
  •  changes, after the date of the merger agreement, in general economic or market conditions (including conditions of the securities and credit markets) generally affecting companies engaged in the industries in which FIS and Metavante operate, except to the extent that such changes have a disproportionate adverse effect on a party relative to other participants in the same industries;
 
  •  the execution or public disclosure of the merger agreement or the transactions contemplated by the merger agreement, including the directly attributable impact thereof on relationships (contractual or otherwise) with customers, suppliers, vendors, lenders, employees, investors or venture partners;
 
  •  acts of war, armed hostilities or terrorism or any escalation or worsening thereof, except to the extent that such events have a disproportionate adverse effect on a party relative to other participants in the industries in which FIS and Metavante operate;
 
  •  changes in the price or trading volume of the stock of a party in and of itself (provided that events, circumstances and conditions underlying any such change may nonetheless be considered in determining whether a material adverse effect has occurred); or
 
  •  any failure by a party to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date of the merger agreement (provided that events, circumstances and conditions underlying any such failure may nonetheless be considered in determining whether a material adverse effect has occurred).
 
Covenants and Agreements
 
Each of FIS and Metavante has undertaken customary covenants that place restrictions on it and its subsidiaries until the effective time of the merger. In general, each company has agreed to:
 
  •  conduct its business in the ordinary course in all material respects;
 
  •  use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships (including relationships with customers and suppliers) and retain the services of key officers and key employees; and
 
  •  take no action that would reasonably be expected to adversely affect or materially delay its ability to obtain any necessary governmental approvals, perform its covenants or complete the transaction.
 
In addition to the general covenants above, each party further agreed that, except as expressly permitted by the terms of the merger agreement (including the schedules to the agreement) or with the other party’s prior written consent (not to be unreasonably withheld, delayed or conditioned), it will not, and will not permit its subsidiaries to, among other things, undertake the following actions:
 
  •  make, declare or pay any dividends or other distributions on any shares of its capital stock;
 
  •  split, combine or reclassify any of its capital stock or issue any securities in lieu of shares of its capital stock, except upon the exercise of stock options or settlement of stock units;
 
  •  purchase, redeem or otherwise acquire any shares of its or its subsidiaries’ stock or other securities;
 
  •  issue shares, stock options or stock units outside the parameters set forth in the merger agreement;
 
  •  amend its or its subsidiaries’ governing documents;
 
  •  acquire any business or assets except inventory or similar assets in the ordinary course of business;


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  •  sell, assign, transfer, lease, mortgage, encumber or otherwise dispose of any assets or properties or any intellectual property owned by such party or its subsidiaries, except for non-exclusive licenses in the ordinary course of business;
 
  •  other than borrowings under existing credit facilities incurred in the ordinary course of business and for other agreed upon borrowings up to $2,000,000, incur any indebtedness for borrowed money or issue any debt securities or assume or otherwise become responsible for the obligations of any person other than its subsidiaries or make any loans or advances to any person other than its subsidiaries and employees (as part of an ordinary course advance or reimbursement);
 
  •  change in any material respect its accounting methods, except as required by changes in GAAP or regulatory accounting principles;
 
  •  enter into any new line of business or change in any material respects its operating, asset liability, investment or risk management policies;
 
  •  make any investment in excess of $1,000,000 in the aggregate or enter into a binding agreement with respect to any such investment or acquisition;
 
  •  make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any material tax accounting method, file any material amended tax return, enter into any closing agreement with respect to a material amount of taxes, settle any material tax claim or assessment or surrender any right to claim a refund of a material amount of taxes;
 
  •  except as agreed upon by the parties, terminate or waive any material provision of any material contract other than normal renewals of contracts without materially adverse changes, or enter into or renew any contract containing any restriction on engaging in any type or activity or business;
 
  •  incur any capital expenditures or enter into any contract to make capital expenditures exceeding the amounts set forth in its existing plan;
 
  •  alter in any material respect any interest material to such party in any entity in which it holds any equity;
 
  •  except as required by the terms of existing benefit plans or employment agreements or as required by applicable law, and subject to certain exceptions, Metavante will not:
 
  •  grant or pay increases in salary (other than annual or promotional salary increases in the ordinary course of business consistent with past practice not to exceed, in the aggregate, 1% of the aggregate wage and salary expense for the prior year to Metavante);
 
  •  grant, pay or promise any severance pay or increase in severance pay;
 
  •  increase the compensation or benefits payable under any benefit plan or employment agreement;
 
  •  modify the terms of equity-based awards;
 
  •  make discretionary contributions or payments with respect to benefit plans to any trust or other funding vehicle;
 
  •  accelerate the payment or vesting of any payment or benefit;
 
  •  enter into new or modify existing employment agreements, other than employment agreements for new hires with total compensation not to exceed $200,000;
 
  •  establish or modify any benefit plan; or
 
  •  establish or enter into any collective bargaining agreement;
 
  •  agree to any agreement or material modification of any existing agreement with any governmental entity that restricts or affect operations in a material respect;


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  •  pay or settle any claim other than in the ordinary course consistent with past practice that involves solely money damages in an amount not in excess of $1,000,000 individually or $2,000,000 in the aggregate and that does not create precedent for other pending claims, or pursuant to the terms of a contract in effect on the date of the merger agreement;
 
  •  take any action or knowingly fail to take any action within its control which would be reasonably expected to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
 
  •  let lapse, fail to maintain, abandon or cancel any applied for, patented or registered intellectual property that is material to its business;
 
  •  adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;
 
  •  fail to maintain in full force and effect the material insurance properties covering it and its subsidiaries and their respective properties, assets and business in a form and amount consistent with past practice;
 
  •  take any action that is reasonably likely to result in any closing condition not being satisfied, or in violation of any provision of the merger agreement, in each case except as may be required by applicable law; or
 
  •  commit or agree to take any action prohibited by any of the conduct of business covenants made in the merger agreement.
 
The merger agreement also contains mutual covenants relating to the preparation of this document, obtaining regulatory and shareholder approvals, access to information of the other company, the authorization of listing of shares of FIS common stock on the NYSE and public announcements with respect to the transactions contemplated by the merger agreement.
 
Agreement Not to Solicit Other Offers
 
Metavante and FIS have each also agreed that it, its subsidiaries and their officers, directors, employees, agents and representatives will not, directly or indirectly:
 
  •  initiate, solicit, encourage or facilitate any inquiries or proposals for any “Acquisition Proposal” (as defined below);
 
  •  participate in any discussions or negotiations regarding any “Alternative Transaction” (as defined below); or
 
  •  enter into any agreement regarding an Alternative Transaction.
 
However, prior to FIS or Metavante obtaining its shareholder approval, each party’s board of directors is permitted to furnish information concerning itself and its subsidiaries to any person that makes an Acquisition Proposal, and to consider and participate in discussions and negotiations with respect to an Acquisition Proposal, if
 
  •