The First American Financial Corporation enters into agreement to purchase ...


January 22, 1986, SANTA ANA, CALIFORNIA

The First American Financial Corporation (NASDAQ:FAMR) and Midland Title Security, Inc., headquartered in Cleveland, Ohio, announced today that they have signed a definitive agreement whereby Midland Title will become a wholly-owned subsidiary of First American. First American filed a Registration Statement yesterday with the Securities and Exchange Commission relating to the shares to be issued to Midland Title shareholders.

Midland title is the largest title agent in Ohio with offices throughout the state and owns a title agency subsidiary located in Pittsburgh which operates in Western Pennsylvania. Midland Title and its subsidiaries also provide escrow, title information and related services.

Under the agreement, participating Midland Title shareholders will receive 5.1393 First American common shares for each Midland Title common share. Up to 220,671 First American shares will be issued assuming all Midland Title shareholders participate. If Midland Title achieves certain 1986 after tax earnings, these shareholders have the right to receive additional First American shares amounting to 10 percent of the shares initially issued.

The board of directors of First American and Midland Title have approved the agreement. Consummation of the transaction is subject to the approval of Midland Title's shareholders and the satisfaction of certain other conditions. The approval of the shareholders of First American is not required.

First American Financial's principal subsidiary, First American Title Insurance Company, operates throughout the United States and in Guam, Puerto Rico and England.

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