content_image/146299.jpg content_image/146295.jpg
entity had the acquisition date been January 1, 2010, or January 1, 2009, are: 

<img src='content_image/146299.jpg'>

On January 4, 2011, TSYS announced that, on January 1, 2011, it acquired the remaining 49 percent of FNMS and is rebranding it as TMS. 

## Infonox on the Web 

The Company acquired Infonox on November 4, 2008 for approx- imately $50.6 million, with contingent payments over the next three years of up to $25 million based on performance. Infonox provides payment products on self-service and full-service trans- action touch points in the gaming, banking and retail markets. The company delivers, manages, operates and supports services for several large publicly traded companies. The acquisition added new payment technology and acceptance capabilities. Infonox is based in Sunnyvale, California, with an office in Pune, India. 

The final purchase price allocation is presented below: 

<img src='content_image/146295.jpg'>

Revenues associated with Infonox are included in merchant ser- vices and are included in Merchant Services for segment reporting purposes. 

## NOTE 25 Synovus Spin-off of TSYS 

In July 2007, Synovus Financial Corp’s (Synovus’) Board of Direc- tors appointed a special committee of independent directors to make a recommendation with respect to whether to distribute Synovus’ ownership interest in TSYS to Synovus’shareholders. As a result, the TSYS Board of Directors formed a special committee of independent TSYS directors to consider the terms of any proposed spin-off by Synovus of its ownership interest in TSYS, including the size of the pre-spin cash dividend. 

On October 25, 2007, the Company entered into an agreement and plan of distribution with Synovus, under which Synovus planned to distribute all of its shares of TSYS common stock in a spin-off to Synovus shareholders. Under the terms and condi- tions of the agreement, TSYS would become a fully independent company, allowing for broader diversification of the Company’s shareholder base, more liquidity of the Company’s shares and additional investment in strategic growth opportunities and potential acquisitions. 

In accordance with the agreement and plan of distribution by and among TSYS, Synovus and CB&T, on November 30, 2007, TSYS entered into a Transition Services Agreement, an Employee Mat- ters Agreement, an Indemnification and Insurance Matters Agree- ment, a Master Confidential Disclosure Agreement and an Assignment and Assumption Agreement with Synovus. On November 30, 2007, TSYS also entered into a Tax Sharing Agree- ment with CB&T and Synovus. On November 30, 2007, TSYS, Synovus and CB&T also entered into an amendment to the Dis- tribution Agreement which clarified that the effective time of the spin-off transaction would be prior to the close of business on December 31, 2007. 

Prior to the spin-off transaction and in accordance with the agree- ment and plan of distribution, TSYS agreed to pay a one-time aggregate cash dividend of $600 million to all TSYS shareholders, including Synovus. The per share amount of the $600 million special cash dividend was determined to be $3.0309 per share, based on the number of TSYS shares outstanding as of the close of business on December 17, 2007, the record date. TSYS funded the dividend with a combination of cash on hand and the use of a revolving credit facility. Refer to Note 13 for more information on the revolving credit facility. 

Synovus distributed 0.483921 of a share of TSYS common stock on December 31, 2007 for each share of Synovus common stock outstanding on December 18, 2007, the record date. 

The spin-off was completed on December 31, 2007. TSYS incurred expenses in 2008 associated with advisory and legal services in connection with the spin-off assessment. TSYS also incurred expenses in 2008 for the incremental fair value 

