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Covansys Completes Stock Purchase Agreement With Fidelity Information Systems Following Favorable Shareholder Vote at Special Meeting
Covansys Also Announces Three New Directors Have Joined Covansys Board
FARMINGTON HILLS, Mich., Sept. 15 /PRNewswire-FirstCall/
-- Covansys Corporation (Nasdaq: CVNS
- News),
a global consulting and technology services company, today announced
that it has completed the closing of its previously announced Stock
Purchase Agreement ("SPA") with Fidelity Information
Services, Inc. ("FIS"), a subsidiary of Fidelity National
Financial, Inc. ("FNF"), after it was approved by Covansys
shareholders at the company's special meeting held today in Detroit,
Michigan.
Raj Vattikuti, Covansys founder, president, and CEO, said,
"Covansys is already beginning to realize the financial and
strategic benefits of the Master Service Agreement ("MSA")
we entered into with FIS in April and I am confident that the
partnership will continue to make a strong contribution to our
company's bottom line. We are building on our successful
relationship with FIS to benefit our existing clients and develop
new client relationships in the financial services sector."
Shahid Charania, SVP Global Services at FIS, said, "We are
delighted with the results of today's shareholder vote and the
immediate success of our relationship with Covansys. By partnering
with Covansys, Fidelity is improving and reducing the costs of its
technology delivery, and improving its ability to deliver
outstanding products and services to our clients worldwide."
Under the terms of the MSA with FIS, Covansys will serve as FIS'
primary strategic provider of outsourced information technology
services. The strategic alliance with FIS is expected to generate an
anticipated $150 million in revenues over the next five years and
leverages Covansys' leading position in strategic outsourcing and
integration services, including Covansys' high quality, cost-effective
offshore service capabilities in India. Under the terms of the SPA
with FIS, FIS purchased 8.7 million shares of common stock and
warrants from Covansys. The cash purchase price for the shares and
warrants sold to FIS was $95.7 million.
The transaction also included a recapitalization of the ownership
interest held by a fund managed by Clayton, Dublier & Rice, Inc.
("CD&R"), a private equity firm. In exchange for its
$200 million in Covansys preferred stock and warrants, CD&R
received $177.5 million of cash, $17.5 million of subordinated notes
due December 31, 2005, two million shares of Covansys common stock and
five million five-year warrants.
The company also announced that three new directors have joined the
Covansys board of directors following today's favorable shareholder
vote and close of this transaction. William P. Foley, II, chairman and
chief executive officer of FNF and Frank R. Sanchez, president,
Strategy and Product Development Division of FNF have joined the board
of directors of Covansys. Additionally, Gary C. Wendt, who previously
served as chief executive officer of Conseco and president, chairman
and chief executive officer of GE Capital Services, has joined the
Covansys board of directors as an FNF nominated independent director.
These individuals replace Ned Lautenbach, Kevin Conway and Martin
Clague as Covansys directors.
Mr. Charania added, "As expected, the agreement with Covansys
is also creating internal opportunities to generate incremental
revenue from our financial institution customer base. We are pleased
with our investment in Covansys and Fidelity's representation on the
Covansys board of directors."
Mr. Vattikuti concluded, "We are very pleased with the outcome
of today's vote and appreciate the support of our shareholders. I
would like to extend a warm welcome to Bill, Frank, and Gary, all of
whom are highly seasoned and accomplished executives whose combined
expertise and business acumen will be tremendous assets to our board.
I would also like to thank Ned, Kevin and Marty for their years of
service to our shareholders."
About Covansys
Headquartered in Michigan, Covansys Corporation (Nasdaq: CVNS
- News)
is a global consulting and technology services company specializing
in industry-specific solutions, strategic outsourcing and
integration services. Clients gain competitive advantage by
leveraging our unique on-site, offsite, offshore delivery capability
to achieve rapid deployment, world-class quality and reduced costs.
A leader in the public sector market, Covansys is also known for
application maintenance and development outsourcing in the
healthcare, financial services, retail and distribution,
manufacturing, telecommunications and high-tech industries. Founded
in 1985, with over 5100 employees worldwide, Covansys was one of the
first U.S.-based IT services companies to establish offshore
facilities in India, and is a pioneer in seamlessly integrating
offshore capabilities into its offerings. Two of the company's three
wholly owned development centers in India are assessed at Level 5 in
SEI CMM®. All three are ISO 9001:2000 certified and assessed at
Level 5 in PCMM®. Covansys was named one of the leading IT
companies for state and local governments in 2002 and 2003 by
Washington Technology magazine, and one of the top 500 solution
providers in 2002 and 2003 by VARBusiness magazine. Visit our web
site: http://www.covansys.com
.
Safe Harbor Statement
With the exception of statements regarding historical matters and
statements concerning our current status, certain matters discussed
herein are forward-looking statements that involve substantial risks
and uncertainties. Such forward-looking statements may be identified
by the words "anticipate," "believe,"
"estimate," "expect" or "intend" and
similar expressions. Our actual results, performance or achievements
could differ materially from these forward-looking statements.
Factors that could cause or contribute to such material
differences include actions by governmental or regulatory agencies,
general economic conditions and conditions in the IT industry such
as the demand for IT services, public sector government budgetary
constraints, potential cost overruns on fixed-price projects,
effective application of the percentage of completion method of
accounting for fixed priced contracts, risks related to merger,
acquisition and strategic investment strategy, variability of
operating results, government regulation of immigration, exposure to
regulatory, political and economic conditions in India and Asia,
competition in the IT services industry, the short-term nature and
termination provisions of contracts, economic conditions unique to
clients in specific industries and limited protection of
intellectual property rights. These and other factors are described
in the Company's filings with the SEC.
AT THE COMPANY:
James S. Trouba
(248) 848-2267
jtrouba@covansys.com
AT Media:
Michelle Jones
(248) 848-2269
mjones@covansys.com
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