EXHIBIT 99.1
SHAREHOLDER'S AGREEMENT
SHAREHOLDER'S AGREEMENT, dated as of January 27, 2004 (this "AGREEMENT"),
between Fidelity National Financial, Inc., a Delaware corporation ("PARENT"),
Fidelity Information Services, Inc., an Arkansas corporation ("FIS") and
Safeguard Scientifics, Inc., a Pennsylvania corporation (the "SHAREHOLDER"), a
shareholder of Xxxxxxx Computer Associates, Inc., a Pennsylvania corporation
(the "COMPANY").
W I T N E S S E T H :
WHEREAS, Parent, FIS, Sunday Merger Corp., a Pennsylvania corporation and
a wholly owned subsidiary of FIS ("MERGER SUB"), Sunday Merger, LLC, a Delaware
limited liability company and a wholly owned subsidiary of FIS ("MERGER LLC" and
together with Merger Sub, the "MERGER SUBS"), and the Company propose to enter
into, simultaneously herewith, an Agreement and Plan of Merger and
Reorganization (the "MERGER AGREEMENT") pursuant to which the Merger Sub will
merge with and into the Company and immediately thereafter the Company will
merge with and into the Merger LLC (together, the "MERGER");
WHEREAS, as of the date hereof, the Shareholder through the Safeguard
Subsidiaries (as defined on the signature page hereof) owns beneficially or of
record or has the power to vote, or direct the vote of, the number of shares of
common stock, no par value, of the Company (the "COMPANY COMMON STOCK"), as set
forth on the signature page hereto (all such Company Common Stock and any shares
of Company Common Stock of which ownership of record or beneficially or the
power to vote is hereafter acquired by the Shareholder prior to the termination
of this Agreement being referred to herein as the "SHARES"), but, in any event,
excluding shares of Company Common Stock that have been pledged to Shareholder
or any of its subsidiaries by a former executive officer of Shareholder
(capitalized terms not otherwise defined in this Agreement shall have the same
meaning as in the Merger Agreement); and
WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES
SECTION 1.01 Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
dispose of any or all of the Shareholder's Shares or any interest in such
Shares, except pursuant to the Merger Agreement, (b) deposit any Shares or any
interest in such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to any Shares or grant any proxy with
respect thereto (other than as contemplated hereunder), or (c) enter into any
contract, commitment, option or other arrangement or undertaking (other than the
Merger Agreement) with respect to the direct or indirect acquisition or sale,
assignment, pledge, encumbrance, transfer or other disposition of any Shares or
allow the Safeguard Subsidiaries to do any of the foregoing (each of the above,
a "TRANSFER"). Notwithstanding anything contained herein to the contrary, for
the avoidance of doubt, during the term of this Agreement, the Shareholder shall
be permitted to exercise options, warrants or other rights to acquire shares of
Company Common Stock.
SECTION 1.02 Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date, the Shareholder agrees to vote
(or cause to be voted) all of the Shares at any meeting of the shareholders of
the Company or any adjournment thereof, and in any action by written consent of
the shareholders of the Company, (a) in favor of the adoption of the Merger
Agreement by the Company and in favor of the other transactions contemplated by
the Merger Agreement, and (b) against any merger, consolidation, sale of assets,
recapitalization or other business combination involving the Company (other than
the Merger) or any other action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which would result in any of the
conditions to the Company's or Parent's obligations under the Merger Agreement
not being fulfilled, and (c) in favor of any other matter relating to and
necessary for the consummation of the transactions contemplated by the Merger
Agreement.
SECTION 1.03 Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to cause the Safeguard Subsidiaries (as
defined on the signature page of this Agreement) to deliver to Parent a proxy
with respect to the Shares in the form attached hereto as Exhibit B (the
"PROXY"), which shall be irrevocable to the fullest extent permissible by law.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF SHAREHOLDER
The Shareholder hereby represents and warrants to Parent as follows:
SECTION 2.01 Authorization; Binding Agreement. Each of the Shareholder and the
Safeguard Subsidiaries has all legal right, power, authority and capacity to
execute and deliver this Agreement and the Proxy and to consummate the
transactions contemplated hereby and thereby. This Agreement and the Proxy have
been duly and validly authorized, executed and delivered by or on behalf of the
Shareholder or the Safeguard Subsidiaries, as appropriate, and, assuming due
authorization, execution and delivery by Parent, each constitutes a legal, valid
and binding obligation of the Shareholder or the Safeguard Subsidiaries, as
appropriate, enforceable against the Shareholder or the Safeguard Subsidiaries,
as appropriate, in accordance with its terms, subject to (i) the effect of any
applicable bankruptcy, insolvency, moratorium or similar law affecting
creditors' rights generally and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.
SECTION 2.02 No Conflict; Required Filings and Consents.
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(a) The execution and delivery of this Agreement by the Shareholder and the
grant of the Proxy to Parent by the Shareholder or the Safeguard Subsidiaries,
as appropriate, does not, and the performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder or the
Safeguard Subsidiaries, as appropriate, will not, (i) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to the
Shareholder or by which the Shareholder or the Safeguard Subsidiaries or any of
the Shareholder's or the Safeguard Subsidiaries' properties is bound or
affected, (ii) if the Shareholder or the Safeguard Subsidiaries is not a natural
person, violate or conflict with the certificate of incorporation, bylaws,
articles of organization, limited liability company operating agreement, trust
agreement or other equivalent organizational documents of the Shareholder or the
Safeguard Subsidiaries (if any), or (iii) result in or constitute (with or
without notice or lapse of time or both) any breach of or default under, or give
to another party any right of termination, amendment, acceleration or
cancellation of, or result in the creation of any lien or encumbrance or
restriction on any of the property or assets of the Shareholder or the Safeguard
Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder or the Safeguard Subsidiaries is a party or by which
the Shareholder or the Safeguard Subsidiaries or any of the Shareholder's or the
Safeguard Subsidiaries' properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder or the Safeguard Subsidiaries is a trustee whose consent is
required for the execution and delivery of this Agreement or the consummation by
the Shareholder or the Safeguard Subsidiaries of the transactions contemplated
by this Agreement.
(b) The execution and delivery of this Agreement by the Shareholder and the
grant of the Proxy to Parent by the Shareholder or the Safeguard Subsidiaries,
as appropriate, does not, and the performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder or the
Safeguard Subsidiaries, as appropriate, will not, require any consent, approval,
authorization or permit of, or filing with or notification by the Shareholder
to, any third party or any governmental or regulatory authority, domestic or
foreign, except (i) for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and (ii) where the failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, could not prevent or delay the performance by the
Shareholder of its obligations under this Agreement. Other than this Agreement,
none of the Shareholder nor the Safeguard Subsidiaries has any understanding in
effect with respect to the voting or transfer of any Shares. None of the
Shareholder nor the Safeguard Subsidiaries is not required to make any filing
with or notify any governmental or regulatory authority in connection with this
Agreement, the Merger Agreement or the transaction contemplated hereby or
thereby pursuant to the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvement Act of 1976, as amended, and the rules and regulations promulgated
thereunder (the "HSR ACT").
SECTION 2.03 Title to Shares. The Safeguard Subsidiaries are the record or
beneficial owner of the Shares free and clear of all encumbrances, proxies or
voting restrictions other than pursuant to this Agreement and the Proxy. The
shares of Company Common Stock, including options, warrants or other rights to
acquire such stock, set forth on the signature page hereto, are all the
securities of the Company owned, directly or indirectly, of record or
beneficially by the Shareholder or the Safeguard Subsidiaries on the date of
this Agreement, excluding shares that have been pledged to the Shareholder or
any of its subsidiaries by a former executive officer of the Shareholder.
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SECTION 2.04 Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.
ARTICLE III
COVENANTS OF SHAREHOLDER
SECTION 3.01 Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of consummating the Merger.
SECTION 3.02 Legending of Shares. If reasonably requested by Parent, the
Shareholder agrees that the Shares shall bear a legend stating that they are
subject to this Agreement and to the Proxy in accordance with Section 5.16 of
the Merger Agreement. The Shareholder agrees that the Shareholder will not
request the Company to register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of the Shares, unless
such transfer is made in compliance with this Agreement. Subject to the terms of
Section 1.01 hereof, the Shareholder agrees that the Shareholder shall not
Transfer any of the Shares without first having the aforementioned legend
affixed to the certificates representing such Shares. In the event of a stock
dividend or distribution, or any change in the Company Common Stock by reason of
any stock dividend, split-up, recapitalization, combination, exchange of share
or the like other than pursuant to the Merger, the term "SHARES" will be deemed
to refer to and include the shares of the Company Common Stock as well as all
such stock dividends and distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged and appropriate adjustments
shall be made to the terms and provisions of this Agreement and the Proxy.
SECTION 3.03 No Solicitation of Transactions. The Shareholder agrees that from
the date of this Agreement until the Termination Date, the Shareholder shall
not, directly or indirectly, nor shall it authorize or permit any of its
directors, officers or employees or any investment banker, financial advisor,
attorney, accountant or other representative retained by it or any of its
Subsidiaries (collectively, the "REPRESENTATIVES") to, directly or indirectly,
solicit, initiate or encourage (including by means of furnishing nonpublic
information), or take any other action to facilitate, any inquiries or the
making of any proposal or offer that constitutes, or may reasonably be likely to
lead to, any Takeover Proposal (as defined in the Merger Agreement), or enter
into or maintain or continue discussions or negotiate with any person or entity
in furtherance of such inquiries or to obtain a Takeover Proposal, or agree to
or endorse any Takeover Proposal, or authorize or permit any of its
Representatives to take any such action, other than with Parent or an affiliate
of Parent. Shareholder shall immediately notify Parent if any proposal or offer,
or any inquiry or contact with any person with respect thereto, regarding a
Takeover Proposal is made, and Shareholder shall immediately inform Parent as to
the material details of any such proposal, offer, inquiry or contact, including
the identity of the party making any such proposal, offer, inquiry or contact,
and, if in writing, promptly deliver or cause to be delivered to Parent a copy
of such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. Shareholder immediately shall cease and cause to be
terminated all existing
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discussions or negotiations with any parties conducted heretofore with respect
to a Takeover Proposal.
SECTION 3.04 Disclosure. Shareholder and Parent each agrees to permit the other
party hereto to publish and disclose in the Form S-4 and the Proxy Statement
(including all documents and schedules filed with the SEC), and in any press
release or other disclosure document in which it reasonably determines in its
good faith judgment that such disclosure is required by law, including the rules
and regulations of the SEC, or appropriate, in connection with the Merger and
any transactions related thereto, the identity of the Shareholder and the Parent
and the Shareholder's ownership of the Shares and the nature of the
Shareholder's or the Parent's, as the case may be, commitments, arrangements and
understandings under this Agreement. Shareholder and Parent each agrees to
provide a reasonable opportunity to review such disclosure proposed by the
other.
SECTION 3.05 Public Announcement. Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.
SECTION 3.06 Additional Shares. In the event that the Shareholder acquires any
additional Shares, such Shares shall, without further action of the parties, be
subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. If the Shareholder acquires additional Shares, the Shareholder
shall promptly notify Parent in writing of such acquisition.
SECTION 3.07 Grant of Option.
(a) Shareholder hereby grants to Parent an irrevocable option (the "Option") to
purchase the Shares of such Shareholder at a purchase price per share to be paid
in cash equal to the greater of (i) the greater of (A) $6.50 per Share or (B)
such higher amount that Parent may agree to pay to acquire shares of Company
Common Stock pursuant to an amendment to the Merger Agreement or (ii) the value
of the consideration being offered by a proposed purchaser in a Takeover
Proposal (the "Exercise Price"), in the manner set forth in this Section.
(b) At any time or from time to time prior to the termination of this Agreement,
Parent (or its designee) may exercise the Option, in whole but not in part.
(c) In the event that Parent wishes to exercise the Option, Parent shall give
written notice (the "Option Notice"), with the date of the Option Notice being
hereinafter called the "Notice Date") to the Shareholder and (i) a place and
date (not later than five (5) business days from the Notice Date) for closing
such purchase (a "Closing") or (ii) that Parent will exercise the Option
effective immediately following termination of the Merger Agreement (the
"Exercise Effective Time") and providing for a Closing not later than two (2)
business days from the Exercise Effective Time. Parent's obligation to purchase
the Shares upon any exercise of the Option, and the Shareholder's obligation to
sell the Shares upon any exercise of the Option, is subject (at the election of
each of Parent or each Shareholder) to the conditions that (i) no preliminary or
permanent injunction or other order against the purchase, issuance or delivery
of the Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding shall have been
commenced or threatened for purposes of obtaining such an
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injunction or order) and (ii) any applicable waiting period under the HSR Act
shall have expired. The Parent's obligation to purchase the Shares upon any
exercise of the Option is further subject (at Parent's election) to the
condition that there shall have been no material breach of the representations,
warranties, covenants or agreements of any Shareholder contained in this
Agreement or of the Company contained in the Merger Agreement. Notwithstanding
the foregoing, any failure by Parent to purchase Shares upon exercise of the
Option at any Closing as a result of the non-satisfaction of any of the
foregoing conditions shall not affect or prejudice Parent's right to purchase
such Shares upon the subsequent satisfaction of such conditions prior to the
later of (i) the date that notice that the Merger Agreement is terminated in
accordance with its terms is delivered to the Parent or (ii) the tenth business
day after the date the Closing was set in the Option Notice..
Shareholder's obligation to sell its Shares upon any exercise of the
Option (and such Shareholder's obligations under Section 5 of this Agreement) is
subject (at its election) to the further conditions that there shall have been
no material breach of the representations, warranties, covenants or agreements
of FIS or the Parent contained in this Agreement or contained in the Merger
Agreement, which breach has not been cured within thirty days of the receipt of
written notice thereof from such Shareholder.
(d) At any Closing, (i) each Shareholder will deliver to Parent the certificate
or certificates representing the number of Shares being purchased in proper form
for transfer upon exercise of the Option in the denominations designated by
Parent in the Option Notice, and (ii) Parent shall pay the aggregate purchase
price for the Shares to be purchased by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after execution of this Agreement in the
amount of the Exercise Price times the number of Shares to be purchased.
(e) The Shareholder has granted the Option to the Parent in order to induce
Parent to enter into and consummate the transactions contemplated by the Merger
Agreement.
ARTICLE IV
GENERAL PROVISIONS
SECTION 4.01 Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the Merger Consideration (as defined in the Merger Agreement) that is due
and owing to Shareholder as a result of and upon consummation of the Merger will
be paid and delivered to Shareholder on the later of the Closing Date (as
defined in the Merger Agreement) or the time that Shareholder delivers all
documentation required under the Merger Agreement. Parent and Merger Sub
understand and acknowledge that Shareholder is entering into this Agreement in
reliance upon the foregoing agreement.
SECTION 4.02 Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.
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SECTION 4.03 Survival of Representations and Warranties. All representations and
warranties made by Shareholder in this Agreement shall survive any termination
of the Merger Agreement or this Agreement.
SECTION 4.04 Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer any of rights, interests or obligations under this Agreement by any
Shareholder without the prior written consent of Parent shall be void.
SECTION 4.05 Fees and Expenses. Except as otherwise provided herein or in the
Merger Agreement, all costs and expenses (including, without limitation, all
fees and disbursements of counsel, accountants, investment bankers, experts and
consultants to a party) incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.
SECTION 4.06 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.06):
(a) If to Parent or FIS:
Fidelity Information Services, Inc.
000 Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxx & Bockius LLP
Xxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) If to the Shareholder to:
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Safeguard Scientifics, Inc.
Building 800, 000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile No.: 000-000-0000
with a copy to:
Safeguard Scientifics, Inc.
Building 800, 000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: Corporate Secretary
SECTION 4.07 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 4.08 Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.
SECTION 4.09 Governing Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the Commonwealth of
Pennsylvania, without giving effect to principles of conflicts of laws. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts located in the Commonwealth of Pennsylvania in any action, suit
or proceeding arising in connection with this Agreement, and agrees that any
such action, suit or proceeding shall be brought only in such court (and waives
any objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this Section 4.09 and shall not be deemed to be a general
submission to the jurisdiction of such court or in the Commonwealth of
Pennsylvania other than for such purposes.
SECTION 4.10 No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. Parent shall not
be deemed to have waived any claim available to it arising out of this
Agreement, or any right, power or privilege hereunder, unless the waiver is
expressly set forth in writing duly executed and delivered on behalf of Parent.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.
SECTION 4.11 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be
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deemed to be an original but all of which taken together shall constitute one
and the same agreement.
SECTION 4.12 Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate on the earlier of (a) twenty-four hours after
the date (the "Termination Date") that notice that the Merger Agreement is
terminated in accordance with its terms is delivered to the Parent or (b) the
Effective Time (as defined in the Merger Agreement); provided, however, that (i)
in the event that an Option Notice is delivered prior to the Termination Date,
the provisions set forth in Section 3.07 shall survive any termination of this
Agreement, (ii) in the event that the Merger is consummated, the provisions set
forth in Section 4.05 shall survive any termination of this Agreement.
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IN WITNESS WHEREOF, each of Parent, FIS, and Shareholder has executed or
has caused this Agreement to be executed by their duly authorized officer as of
the date first written above.
FIDELITY NATIONAL FINANCIAL, INC.
By: /s/ Xxxxxxx X. Xxxxx, XX
-------------------------------------
Name: Xxxxxxx X. Xxxxx, XX
Title: Chief Executive Officer
FIDELITY INFORMATION SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx, XX
-------------------------------------
Name: Xxxxxxx X. Xxxxx, XX
Title: Chairman and Chief Executive Officer
SAFEGUARD SCIENTIFICS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Managing Director and Chief
Financial Officer
Print Name of Shareholder:
------------------
Shares beneficially owned:
6,288,184 shares of Company Common Stock of
which 5,340,996 are held of record by
Safeguard Scientifics (Delaware),
Inc., 865,288 are held by Safeguard
Delaware, Inc. and 81,900 shares are
held by SSI Management Company, Inc.
(the "Safeguard Subsidiaries")
0 shares of Company Common Stock issuable
upon exercise of outstanding options
or warrants
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SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT
EXHIBIT B
IRREVOCABLE PROXY
The undersigned shareholder ("SHAREHOLDER") of _________, a Pennsylvania
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Xxxxx Xxxxxxx, Executive Vice President, of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), any other officer of Parent
as Xx. Xxxxxxx may designate, and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of capital stock of the Company that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of the Company issued or issuable in respect thereof on or after the
date hereof (collectively, the "SHARES") in accordance with the terms of this
Proxy until the Termination Date (as defined in that certain Shareholder's
Agreement of even date herewith by and among Parent and Shareholder (the
"SHAREHOLDER'S AGREEMENT"). The Shares beneficially owned by the undersigned
Shareholder of the Company as of the date of this Proxy are listed on the final
page of this Proxy. Upon the undersigned's execution of this Proxy, any and all
prior proxies given by the undersigned with respect to any Shares are hereby
revoked and the undersigned agrees not to grant any subsequent proxies with
respect to the Shares until after the Termination Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger and Reorganization (the "MERGER AGREEMENT"), among Parent,
Fidelity Information Services, Inc., an Arkansas corporation ("FIS"), Sunday
Merger Corp., a Pennsylvania corporation and a wholly owned subsidiary of Parent
("MERGER SUB"), Sunday Merger, LLC, a Delaware limited liability company (the
"MERGER LLC"), and the Company. The Merger Agreement provides for the merger of
the Merger Sub with and into the Company and immediately thereafter the merger
of the Company with and into the Merger LLC (together, the "MERGER").
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, any Shareholder who is also a director or officer
of the
Company may take any action in his or her capacity as such (including complying
with or exercising his fiduciary duties as a member of the Board of Directors of
the Company) as is not limited by the terms of the Merger Agreement.
The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.
This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.
Dated: January __, 2004
SAFEGUARD SCIENTIFICS, INC.
Signature of Shareholder:____________________
Print Name of Shareholder:___________________
Shares beneficially owned:
_____ shares of Company Common Stock
_____ shares of Company Common Stock
issuable upon exercise of
outstanding options or warrants
SIGNATURE PAGE TO IRREVOCABLE PROXY
