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First American Corporation completes exchange offer for First Advantage Corporation

Nov 11, 2009

The First American Corporation, America’s largest provider of business information, has announced the expiration of the initial offering period for its offer to exchange all publicly held shares of the common stock of its subsidiary, First Advantage Corporation, and that all of the conditions to the exchange offer have been satisfied. First American also announced the commencement of a subsequent offering period for the exchange offer that will expire at 5:00 p.m. EST on Nov. 17, 2009, unless extended. The initial offering period of the exchange offer expired as scheduled at 5:00 p.m. Eastern time on Nov. 10, 2009. Wells Fargo Bank NA, the exchange agent for the exchange offer, has advised First American that, as of the expiration of the initial offering period, 13,779,301 shares of First Advantage Class A common stock had been validly tendered and not properly withdrawn from the exchange offer, including 737,241 shares subject to guaranteed delivery procedures. The First Advantage shares validly tendered and not properly withdrawn, together with the shares delivered through notices of guaranteed delivery, represent approximately 88 percent of the shares of First Advantage Class A common stock outstanding. First American has accepted for payment all First Advantage shares validly tendered and not properly withdrawn during the initial offering period, and such shares may not now be withdrawn. Giving effect to the conversion of shares of First Advantage Class B common stock owned by First American, First American now owns approximately 57,308,552 shares of First Advantage Class A common stock, representing approximately 96 percent of the equity interest in First Advantage. First American also announced the commencement of a subsequent offering period for First Advantage Class A common stock. The subsequent offering period will expire at 5:00 p.m. Eastern time on Nov. 17, 2009, unless extended. Any such extension will be followed by a public announcement no later than 9:00 a.m. Eastern time on the next business day after the subsequent offering period is scheduled to expire. All shares of First Advantage Class A common stock validly tendered during the subsequent offering period will be immediately accepted and promptly paid for, with tendering stockholders receiving the same per share consideration as provided during the initial offering period - 0.58 of a First American common share. Procedures for tendering First Advantage shares during the subsequent offering period are the same as during the initial offering period, except that (1) First Advantage shares cannot be delivered by the guaranteed delivery procedures and (2) as permitted by Securities and Exchange Commission (SEC) rules, shares tendered during the subsequent offering period may not be withdrawn. Promptly following completion of the subsequent offering period, First American intends to cause First Advantage to be merged with a subsidiary of First American. In the merger, each remaining First Advantage Class A common stock held by the public will be converted into the same consideration offered in the exchange offer. Following the merger, First Advantage will be a wholly owned subsidiary of First American and will be delisted from the NASDAQ Stock Market. For more information, visit www.firstam.com.
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