ACI Worldwide Announces Extension of the Tender Offer to Acquire Official Payments & Settlement with Putative Class Action Pl...
28 Outubro 2013 - 7:25PM
Business Wire
ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international
provider of payment systems, announced today that it has extended
its tender offer for all of the outstanding shares of common stock
of Official Payments Holdings, Inc. (NASDAQ: OPAY), a leading
provider of electronic bill payment solutions, until 12:00
midnight, New York City time, on Monday, November 4, 2013, unless
further extended.
ACI and Official Payments also announced today that they have
entered into a Memorandum of Understanding on behalf of themselves
and the other defendants outlining the terms of the parties’
agreement in principle to settle the actions pending in the
Delaware Court of Chancery captioned Williams v. Official Payment
Holdings, et al., Case No. 8970, and in the Superior Court of
Gwinnett County of the State of Georgia captioned Giacherio v.
Official Payment Holdings, et al., Case No. 13-A-08794-8. The terms
of the proposed settlement are subject to approval of the Delaware
Court of Chancery and dismissal of the action pending in the
Superior Court of Gwinnett County of the State of Georgia. ACI and
Official Payments and the other defendants entered into the
Memorandum of Understanding solely to avoid the costs, risks and
uncertainties inherent in litigation, and the Memorandum of
Understanding contains no admission of liability or wrongdoing.
Official Payments filed today with the SEC an amendment to its
Solicitation/Recommendation Statement on Schedule 14D-9 that sets
forth revised disclosures agreed to pursuant to the Memorandum of
Understanding.
As announced on September 23, 2013, ACI and Official Payments
entered into a definitive agreement contemplating the acquisition
of Official Payments by ACI pursuant to a tender offer to acquire
all outstanding Official Payments common shares at $8.35 per share,
net to the seller in cash. The completion of the offer remains
subject to the conditions as set forth in the Tender Offer
Statement on Schedule TO filed by ACI with the Securities and
Exchange Commission (the "SEC") on October 4, 2013, as amended from
time to time. Except for the extension of the offer expiration
time, all other terms and conditions of the offer remain unchanged
as of October 28, 2013. The offer to purchase and related documents
have been filed with the SEC and can be viewed online at
www.sec.gov.
Based on information from Computershare Trust Company, N.A., the
depositary for the offer, as of October 25, 2013, 1,900,463 shares
of Official Payments common stock had been validly tendered in, and
not withdrawn from, the offer, representing approximately 9.86% of
the outstanding Official Payments common stock on a fully diluted
basis.
About ACI Worldwide
ACI Worldwide powers electronic payments and banking for more
than 2,600 financial institutions, retailers, billers and
processors around the world. ACI software enables $13 trillion in
payments each day, processing transactions for more than 250 of the
leading global retailers, and 18 of the world’s 20 largest banks.
Through our comprehensive suite of software products and hosted
services, we deliver a broad range of solutions for payments
processing; card and merchant management; online banking; mobile,
branch and voice banking; fraud detection; trade finance; and
electronic bill presentment and payment. To learn more about ACI,
please visit www.aciworldwide.com. You can also find us 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 statements, other than statements of historical
fact, are statements that could be deemed forward-looking
statements, including statements about the planned completion of
the tender offer and the merger. No forward-looking statement can
be guaranteed and actual results may differ materially from those
that ACI and Official Payments project. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statement,
many of which are outside of the control of management. These
factors include, but are not limited to: (1) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; (2) successful completion of
the proposed transaction on a timely basis; (3) the impact of
regulatory reviews on the proposed transaction; (4) the outcome of
any legal proceedings that may be instituted against one or both of
ACI and Official Payments and others following the announcement of
the merger agreement; (5) risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
and (6) other factors described in ACI's and Official Payments'
filings with the SEC, including their respective reports on Forms
10-K, 10-Q, and 8-K. Except to the extent required by applicable
law, neither ACI nor Official Payments undertakes any obligation to
revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future results or otherwise.
Important Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for
the outstanding shares of Official Payments common stock is being
made only pursuant to a Tender Offer Statement on Schedule TO
containing an offer to purchase, forms of letters of transmittal
and other documents relating to the tender offer (the "Tender Offer
Statement"), which ACI filed with the SEC on October 4, 2013. On
October 4, 2013, Official Payments filed with the SEC a
Solicitation/Recommendation Statement with respect to the tender
offer (the "Recommendation Statement"). INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE
AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the Tender
Offer Statement and the Recommendation Statement have been mailed
to shareholders of Official Payments free of charge. Shareholders
of Official Payments may also obtain free copies of the Tender
Offer Statement, the Recommendation Statement and other documents
filed by ACI and Official Payments on the SEC's website at
http://www.sec.gov.
© Copyright ACI Worldwide, Inc. 2013.
ACI Worldwide, ACI Worldwide Payment Systems, the ACI Worldwide
logo and all ACI Worldwide product names are trademarks or
registered trademarks of ACI Worldwide, Inc., or one of its
subsidiaries, in the United States, other countries or both. Other
parties' trademarks referenced are the property of their respective
owners.
ACI WorldwideJohn Kraft, 239-403-4627Vice President, Investor
Relations & Strategic Analysisjohn.kraft@aciworldwide.com
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