FIS recommends to shareholders to reject TRC’s “mini-tender” offer

Fidelity National Information Services, Inc. (NYSE:FIS) today confirms that it has received notification of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (TRC) to purchase up to 1 million shares, or approximately 0.16% of the outstanding common stock of FIS as of September 17, 2021, at a price of $118.25 per share in cash.

TRC’s offer price is approximately 4.43% less than the closing price per share of FIS’ common stock on September 17, 2021, the last trading day before the mini-tender offer commenced.

FIS does not endorse TRC’s mini-tender offer and recommends that FIS’ stockholders do not tender their shares in response to the offer because the offer is at a price below the current market price for FIS’ shares. The offer is also subject to numerous conditions, including TRC’s ability to obtain sufficient financing to consummate the offer.

FIS also recommends that any stockholders who have tendered shares to TRC withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m. New York City time on October 19, 2021.

FIS is not associated with TRC, its mini-tender offer or the offer documentation.

FIS urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to TRC’s mini-tender offer.

FIS notes that TRC has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5% of a company’s outstanding shares, thereby avoiding many investor protections including the disclosure and procedural requirements applicable to larger tender offers under United States securities laws.

As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws. The U.S. Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

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