ACI Worldwide and S1 Corporation Receive Request for Additional Information From U.S. DOJ Regarding Proposed Acquisition of S...
28 Octubre 2011 - 3:30PM
ACI Worldwide, Inc. (Nasdaq:ACIW) and S1 Corporation (Nasdaq:SONE)
announced today that they have each received a request for
additional information from the U.S. Department of Justice ("DOJ")
relating to ACI's proposed acquisition of S1. The request was under
notification requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"). The effect of the
request is to extend the waiting period imposed by the HSR Act
until 30 days after ACI has substantially complied with the
request, unless voluntarily extended or terminated sooner by the
DOJ. The request is focused on the card payments
business. In 2010, S1's card payments business
generated approximately $11.9 million of revenue in the United
States.
ACI and S1 are in the process of gathering information
responsive to the request and intend to continue to cooperate with
the DOJ in an effort to obtain antitrust regulatory clearance for
the proposed acquisition as expeditiously as possible.
As previously announced on October 3, 2011, ACI has agreed to
acquire S1 for approximately $360 million in cash and 5.8 million
ACI shares. Under the terms of the transaction, S1
stockholders can 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.
Wells Fargo Securities is serving as financial advisor to ACI,
and Jones Day is serving as its legal advisor. Raymond James
& Associates Inc. is serving as financial advisor to S1, and
Hogan Lovells US LLP is serving as its legal advisor.
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.
About S1 Corporation
Leading banks, credit unions, retailers, and processors need
technology that adapts to the complex and challenging needs of
their businesses. These organizations want solutions that can
respond quickly to changes in the marketplace and help grow their
businesses. For more than 20 years, S1 Corporation (Nasdaq:SONE)
has been a leader in developing software products that offer
flexibility and reliability. Over 3,000 organizations worldwide
depend on S1 for payments, online banking, mobile banking, voice
banking, branch banking and lending solutions that deliver a
competitive advantage. More information is available at
www.s1.com.
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.
ACI and S1 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 the companies'
respective 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
ACI's business or S1's business resulting from the pendency of the
proposed transaction, (3) that ACI may not achieve the synergies
and other expected benefits within the expected time or in the
amounts we anticipate, (4) that ACI may not be able to promptly and
effectively integrate the merged businesses, and (5) that ACI may
be required to divest assets in order to obtain regulatory
approvals. Other factors that could materially affect ACI's
and S1's business and actual results of operations are discussed in
their respective Annual Reports on Form 10-K and ACI's registration
statement on Form S-4 as well as other filings with the SEC
available at the SEC's 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 Corporation 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. Free copies of the
documents filed by S1 with the SEC with respect to the exchange
offer may be obtained by contacting S1's Investor Relations at
(404) 923-3500 or by accessing S1's investor relations website at
www.s1.com.
CONTACT: For ACI Worldwide:
Media Contacts:
James Golden / 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
For S1 Corporation:
Paul M. Parrish
Chief Financial Officer
404.923.3500
paul.parrish@s1.com
Mike Pascale / Rhonda Barnat
The Abernathy MacGregor Group
212.371.5999
mmp@abmac.com / rb@abmac.com
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