ACI Worldwide Extends Expiration Date for S1 Exchange Offer to November 30, 2011
31 Octubre 2011 - 2:30PM
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 Wednesday, November 30, 2011, unless further
extended.
On October 3, 2011, ACI agreed to acquire S1 for approximately
$360 million in cash and 5.8 million ACI shares. Under the terms of
the transaction, 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.
On October 28, 2011, ACI and S1 announced that they had received
a request from the U.S. Department of Justice for additional
information relating to ACI's proposed acquisition of S1 under the
Hart-Scott-Rodino Antitrust Improvements Act. The effect of
the request is to extend the waiting period imposed by the HSR Act
until 30 calendar 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.
The exchange offer is subject to various conditions, including
the expiration or termination of the waiting period under the HSR
Act 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 October 31,
2011.
As of October 28, 2011, 14,239,603 shares of S1 common stock had
been validly tendered in, and not withdrawn from, the exchange
offer, representing approximately 25.9% 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 / 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
S1 (NASDAQ:SONE)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
S1 (NASDAQ:SONE)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024