ACI Worldwide Announces Final Results of Exchange Offer
February 16 2012 - 6:45AM
ACI Worldwide, Inc. (Nasdaq:ACIW), a leading international provider
of payment systems, today announced the final results of its
exchange offer to acquire S1 Corporation (Nasdaq:SONE), which
expired at 5:00 p.m., Eastern time, on February 10, 2012. Based on
the final calculation performed by Wells Fargo, the exchange agent
for the exchange offer, a total of 51,956,479 shares of S1 common
stock were validly tendered, representing approximately 93.6% of
S1's outstanding shares.
In accordance with the terms and conditions of the exchange
offer, S1 shareholders had the right to elect to receive, for each
share tendered, either $10.00 in cash or 0.3148 shares of ACI
common stock, subject to proration, such that in the aggregate
33.8% of S1 shares will be exchanged for ACI common stock and 66.2%
of S1 shares will be exchanged for cash.
Based on the final calculations by the exchange agent of the
proration amounts, S1 shareholders who tendered their S1 shares in
the exchange offer and elected to receive the $10.00 cash
consideration, or who did not make an election, will receive $10.00
in cash for each share tendered. S1 shareholders who did not tender
in the exchange offer will receive $6.62 in cash and 0.1064 shares
of ACI stock for each S1 share held. S1 shareholders who tendered
their S1 shares in the exchange offer and elected to receive the
0.3148 per share stock consideration will receive approximately
$5.72 in cash and 0.1349 shares of ACI stock for each share
tendered, which is the equivalent of approximately 42.8% of the S1
shares exchanged for the per share stock consideration.
Advisors
Innisfree M&A Incorporated is ACI's information agent in
connection with the offer. Wells Fargo is acting as ACI's
financial advisor and exchange agent for the offer. Jones Day is
acting as legal advisor to ACI. 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.
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)
negative effects on ACI's business or S1's business resulting from
the pendency of the proposed transaction, (2) that ACI may not
achieve the synergies and other expected benefits within the
expected time or in the amounts it anticipates, and (3) that ACI
may not be able to promptly and effectively integrate the merged
businesses. Other factors that could materially affect ACI's and
S1's respective businesses and actual results of operations are
discussed in their most recent Annual Reports on Form 10-K, as well
as other filings with the SEC, available on the SEC's website
located at www.sec.gov.
CONTACT: Media:
Scott Fitzgerald
Vice President, Marketing
ACI Worldwide, Inc.
(781) 370-3623
press@aciworldwide.com
Investors:
Tamar Gerber
Vice President, Investor Relations & Financial
Communications
ACI Worldwide, Inc.
(646) 348-6708
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