According to the Complaint, Stewart Information Services Corporation ("Stewart" or the "Company) is a global real estate services company, offering products and services through its direct operations, network of Stewart Trusted Providers and family of companies. From residential and commercial title insurance and closing and settlement services to specialized offerings for the mortgage industry, Stewart offers the comprehensive service, deep expertise, and solutions its customers need for any real estate transaction.
Stewart’s international division delivers products and services protecting and promoting private land ownership worldwide. Currently, Stewart’s primary international operations are in Canada, the United Kingdom, Australia, and Central Europe.
Stewart currently reports its business in two segments: the title insurance and related services segment and the ancillary services and corporate segment.
On March 18, 2018, the Individual Defendants caused the Company to enter into the Merger Agreement with Fidelity National Financial, Inc. (“Parent”) and its wholly owned subsidiaries, A Holdco Corp. (“Merger Sub I”) and S Holdco LLC (“Merger Sub II,” and together with Parent and Merger Sub I, “FNF”). If the Proposed Transaction is approved by Stewart’s shareholders and completed, Merger Sub I will merge with and into Stewart, with Stewart surviving the merger as a direct wholly-owned subsidiary of Parent. Immediately thereafter, Stewart will merge with and into Merger Sub II, with Merger Sub II surviving the second merger as a direct wholly-owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, each share of Stewart common stock will be converted into, at the election of the holder of such share, subject to proration and adjustment, either (i) $50.00 in cash (the “cash election consideration”); (ii) 1.2850 shares of Parent common stock (the “stock election consideration”); or (iii) $25.00 in cash and 0.6425 shares of Parent common stock (the “mixed election consideration”). Holders of Stewart common stock who do not make an election will receive the mixed election consideration.
On May 30, 2018, Defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.