AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., CARS HOLDINGS, LLC and METAVANTE TECHNOLOGIES, INC. DATED AS OF MARCH 31, 2009Merger Agreement • April 6th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2009 (this “Agreement”), by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“Georgia”), CARS HOLDINGS, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Georgia that is disregarded as an entity separate from Georgia under Treasury Regulation Section 301.7701-3 (“Merger Sub”) and METAVANTE TECHNOLOGIES, INC., a Wisconsin corporation (“Wisconsin”).
INVESTMENT AGREEMENT by and between FIDELITY NATIONAL INFORMATION SERVICES, INC. and INVESTORS DATED AS OF MARCH 31, 2009Investment Agreement • April 6th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Delaware
INVESTMENT AGREEMENT, dated as of March 31, 2009 (this “Agreement”), by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (“Georgia”) and the INVESTORS listed on Schedule 1 hereto (each an “Investor”, and, collectively, the “Investors”). The Affiliates of Thomas H. Lee Partners, L.P. shall be referred to herein, and designated on Schedule 1 as, the “THL Investors”. Fidelity National Financial, Inc. shall be referred to herein, and designated on Schedule 1, as the “FNF Investor”. The investment in Georgia to be made by the THL Investors shall be referred to herein as the “THL Investment”. The investment in Georgia to be made by the FNF Investors shall be referred to herein as the “FNF Investment”. The THL Investment and the FNF Investment, collectively, shall be referred to herein as the “Investments”. All capitalized terms used but not defined herein shall have the meanings given on Exhibit A hereto.
