Fiserv First Data Merger Agreement

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If available, shareholders may receive copies of the registration statement, including the joint declaration of consent/prospectus, as well as any other document that may be filed free of charge with the SEC (if applicable) through the CSS website at Copies of Fiserv`s filings with the SEC can also be obtained free of charge on the Fiservs website at Copies of documents submitted by First Data to the SEC can also be obtained free of charge on the First Datas website at Under the agreement, First Data shareholders will benefit from a fixed ratio of 0.303 Fiserv shares for each share held by First Data, with a capital value of $22 billion. This corresponds to $22.74 based on the closing price of January 15 and a 29% premium to the weighted average price at the time of the five-day volume. Once the transaction is completed, Fiserv shareholders will own 57.5% of the combined company and First Data shareholders 42.5% on a fully diluted basis. The all-stock transaction would be tax-exempt for First Data shareholders. At the same time as the implementation of the merger agreement, Fiserv and New Omaha entered into the shareholders` pact, dated the date of the merger agreement and effective from the date on which New Omaha agreed, among other things, that the percentage of total holding of the shares outstanding by Fiserv`s common stock belonging to New Omaha and its related acquirers would initially fall below 5%, with the exception of the Fiserv common share acquired as part of the merger, and (ii) normal non-status quo provisions, including prohibitions on (A) requesting exceptional transactions related to Fiserv, (B) entering into consultation agreements with third parties (C) with the aim of influencing Fiserv`s management or board of directors , or (D) convening a special meeting of Fiserv shareholders or obtaining written consents or agents for restricted shares. Investor Relations: Peter PoillonInvestor RelationsFirst In separate press releases released today, Fiserv and First Data announced selected preliminary financial results for the fourth quarter and full year 2018, as well as their outlook for 2019. Fiserv`s press release is available in the Investor Relations section of the The First Data press release is available in the Investor Relations section of the Contacts for First DataMedia Relations:Andrea DuffyPublic RelationsBefore A live webcast of the conference call and associated presentation materials will be available on each company`s website under and

The merger agreement contains the usual assurances and guarantees provided by each of the Fiserv and First Data data, as well as the usual pre-closure agreements that apply to both parties, including reciprocal agreements, including (i) to operate normally in accordance with current practice in all essential elements and to refrain from taking certain measures without the consent of the other parties; (ii) not knowingly requesting, initiating, seeking, supporting or encouraging requests or proposals and, subject to certain exceptions, not to enter into or participate in negotiations with third parties on a proposed acquisition, or to hold confidential or non-public information or data to third parties in connection with a proposed acquisition, participate in or participate in interviews. (iii) subject to certain exceptions, not to withdraw, qualify or amend the recommendation of its Board of Directors regarding the merger, merger or issuance of shares, if any, and (iv) to make the best appropriate efforts to obtain administrative, regulatory and third-party approvals.

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