Fidelity National Financial, Inc. (NYSE: FNF), the nation's largest provider of title insurance and real estate related products and services, and VISTAinfo (NASDAQ: VINF), the most comprehensive source of data and services for the real estate industry, have signed a definitive agreement to combine both companies' real estate information, technology products and assets into a jointly owned real estate services company. The transaction is expected to close during the third quarter of 2001.

Under the terms of the agreement, Fidelity National Financial will contribute the assets and operations of its Tax, Credit, Flood, Appraisal and Property Records businesses in exchange for stock of VISTAinfo. These businesses provide significant services to the real estate industry, including residential property tax services, consumer mortgage credit analysis, flood insurance determinations, automated to full-site appraisals and products derived from a national real estate information database. These Fidelity National entities will combine with VISTAinfo's full range of real estate information products and services, including multiple listings services (MLS) systems, commercial property environmental risk and disclosure information, and residential property disclosure data.

The combined company will become the most comprehensive provider of real estate information, services and technology products to participants in the real estate process, from origination through closing and servicing. The parties expect the combined company to have first year annual revenue of approximately $230 million. Upon closing, VISTAinfo will be 77% owned by Fidelity National Financial. An executive management team will be named from existing managers within both companies.

VISTAinfo's capital structure will be restructured and simplified at the closing of the transaction, including the conversion of the Series A, A-1 and A-2 Preferred Stock into common stock of VISTAinfo and the implementation of a reverse stock split to reduce the number of common shares outstanding. Additionally, the parties expect to refinance VISTAinfo's existing bank facility, repurchase the Series F Preferred Stock and repay amounts outstanding under a $5 million bridge financing note being provided by Fidelity with the proceeds of a new bank credit facility that will be in place at or near closing. Finally, Fidelity has purchased VISTAinfo's outstanding convertible debt and restructured its terms.

Published: April 16, 2001

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