ACI Worldwide Extends Expiration Date for S1 Exchange Offer
December 29 2011 - 7:00AM
ACI Worldwide, Inc. (Nasdaq:ACIW) announced today that it has
extended its exchange offer for all of the outstanding shares of
common stock of S1 Corporation (Nasdaq:SONE) until 5:00 p.m.
Eastern time on Monday, January 30, 2012, unless further extended.
As previously announced, ACI and S1 entered into an agreement
with the U.S. Department of Justice (the "DOJ") in order to permit
the DOJ additional time to review the information furnished by ACI
and S1 to the DOJ under the U.S. premerger clearance laws.
The agreement provides that ACI and S1 will give the DOJ 10 days
notice prior to closing the transaction and will not close the
transaction before January 31, 2012 without the DOJ's prior
consent.
ACI and S1 have each certified their compliance with the DOJ's
previously announced second request for information, and both
companies continue to assist the DOJ in its review of that
information. The DOJ's second request for information is
focused on the card payments business. In 2010, S1's card
payments business generated approximately $11.9 million in revenue
in the United States.
There can be no assurance as to what actions the DOJ may take in
connection with the proposed acquisition or whether the DOJ may
seek to extend the January 31, 2012 end date based on its review of
the information provided by ACI and S1. There can also be no
assurance whether the DOJ will consent to any request to close the
transaction before January 31, 2012.
About ACI's Proposed Acquisition of S1
ACI agreed to acquire S1 for approximately $360 million in cash
and 5.8 million ACI shares on October 3, 2011. Under the
agreement, S1 stockholders may elect to receive $10.00 in cash or
0.3148 shares of ACI stock for each S1 share they own, subject to
proration, such that in the aggregate 33.8% of S1 shares are
exchanged for ACI shares and 66.2% are exchanged for cash.
The exchange offer is subject to various conditions, including the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
absence of injunctions.
Except for the extension of the exchange offer expiration date,
all other terms and conditions of the exchange offer remain
unchanged as of December 29, 2011.
As of December 28, 2011, 26,913,826 shares of S1 common stock
had been validly tendered in, and not withdrawn from, the exchange
offer, representing approximately 48.8% of the outstanding S1
shares.
Wells Fargo Securities, LLC is acting as financial advisor to
ACI. Wells Fargo Bank, N.A. is acting as the exchange agent for the
exchange offer. Jones Day is acting as legal advisor to
ACI.
About ACI Worldwide
ACI Worldwide powers electronic payments for more than 800
financial institutions, retailers and processors around the world,
with its broad and integrated suite of electronic payment
software. More than 90 billion times each year, ACI's
solutions process consumer payments. On an average day, ACI
software manages more than US$12 trillion in wholesale
payments. And for more than 160 organizations worldwide, ACI
software helps to protect their customers from financial
crime. To learn more about ACI and understand why we are
trusted globally, please visit www.aciworldwide.com. You can
also find us on www.paymentsinsights.com or on Twitter
@ACI_Worldwide.
Forward-Looking Statements
This press release contains forward-looking statements based on
current expectations that involve a number of risks and
uncertainties. All opinions, forecasts, projections, future
plans or other statements, other than statements of historical
fact, are forward-looking statements and include words or phrases
such as "believes," "will," "expects," "anticipates," "intends,"
"estimates," "our view," "we see," "would" and words and phrases of
similar import. The safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 do not apply to any
forward-looking statements made in connection with an exchange
offer.
We can give no assurance that such expectations will prove to
have been correct. Actual results could differ materially as
a result of a variety of risks and uncertainties, many of which are
outside of the control of management. These risks and
uncertainties include, but are not limited to, the following: (1)
that a transaction with S1 may not be completed on a timely basis;
(2) negative effects on our business or S1's business resulting
from the pendency of the proposed transaction; (3) that we may not
achieve the synergies and other expected benefits within the
expected time or in the amounts we anticipate; (4) that we may not
be able to promptly and effectively integrate the merged
businesses; and (5) that we may be required to divest assets in
order to obtain regulatory approvals. Other factors that
could materially affect our business and actual results of
operations are discussed in our most recent 10-Ks and registration
statement on Form S-4, as well as other filings with the SEC
available at the SEC website at www.sec.gov.
Available Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. ACI has filed with the SEC a
registration statement on Form S-4 containing a prospectus and
other documents with respect to the proposed acquisition of S1 and
mailed the prospectus to S1 shareholders. S1 has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, with the SEC. INVESTORS AND SECURITY HOLDERS OF S1
AND ACI ARE URGED TO READ THE APPLICABLE PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN AND WILL BE FILED WITH THE SEC CAREFULLY
IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free
copies of the registration statement, prospectus and other
documents filed with the SEC by ACI through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by ACI will be available free of charge on ACI's
internet website at www.aciworldwide.com or by contacting ACI's
Investor Relations Department at 646-348-6706.
CONTACT: Media Contacts:
James Golden / Scott Bisang / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investor Contacts:
Art Crozier / Jennifer Shotwell / Scott Winter
Innisfree M&A Incorporated
(212) 750-5833
Tamar Gerber
Vice President, Investor Relations & Financial Communications
ACI Worldwide, Inc.
(646) 348- 6706
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