ACI Worldwide, Inc. (Nasdaq:ACIW) and S1 Corporation (Nasdaq:SONE)
today announced that they have entered into a definitive
transaction agreement that will create a full-service global leader
of financial and payments solutions. Under the agreement, ACI will
acquire S1 for a blended value of $9.55 per share as of September
30, 2011, consisting of $6.62 per share in cash and 0.1064 shares
of ACI common stock, assuming full proration, which represents an
increase of $0.42 per share in cash from ACI's previous offer. The
boards of directors of both companies have approved the
transaction.
"We are pleased to have reached this agreement with S1, and
believe that together we will create a leader in the global
enterprise payments industry," said Philip G. Heasley, President
and Chief Executive Officer of ACI. "The combined company will have
enhanced scale, breadth and additional capabilities, as well as a
complementary suite of products that will better serve the entire
spectrum of financial institutions, processors and retailers.
Stockholders of both companies will benefit from the significant
upside potential of a larger, more diversified company that is
strongly positioned in a wide range of markets."
Continued Mr. Heasley, "S1 has a loyal and committed workforce,
which will be a great complement to our own employee base. We
believe that the size, scope, geographic reach and expanded
technical expertise of the combined company will offer even greater
opportunities to our employees world-wide. In addition, S1's
products and rich set of capabilities will further enhance our
existing offerings. We look forward to working with S1 to
complete this acquisition in order to build a greater company for
our customers and employees and to deliver enhanced results to
stockholders."
"With the significant improvements in the transaction terms and
conditions, S1's Board of Directors unanimously concluded that
combining with ACI is in the best interests of S1's stockholders,
as it provides a substantial premium for their investment and the
opportunity to participate further in this powerful combination,"
said John W. Spiegel, Chairman of the Board of Directors of
S1. "On behalf of S1's Board and management team, I would like
to thank our customers for their ongoing support and express our
deep appreciation to our employees, whose hard work and dedication
has been instrumental in making S1 the outstanding company it is
today."
Complementary Offerings and Global Platform to Drive
Long-Term Value Creation
Highly Complementary Products and
Solutions: Following the close of the transaction,
the combined company will be a full-service global leader of
financial and payments solutions with significant scale. ACI's
and S1's products are highly complementary and ACI expects to
leverage S1's success with a range of financial institutions and
retailers, as well as S1's strong global capabilities. The
combined company will be well positioned to address both emerging
and developed payments markets, and will provide a rich set of
capabilities across the most unified payments solution to serve
Retail Banking, Wholesale Banking, Processors and
Retailers. The combined company will remain focused on
delivering business agility without compromising the trust of its
combined customers.
Significant Synergy Opportunities and Financial
Strength: The pro forma financial implications of the
transaction are compelling. ACI anticipates that with S1 it
will achieve annual cost synergies of approximately $30 million. In
addition, the increased global scale and expected cost savings are
expected to generate margin expansion. The transaction is expected
to be accretive to full year earnings in 2012.
For the last twelve months ending June 30, 2011, the companies
generated pro forma combined revenue of $683 million, adjusted
EBITDA of $123 million and free cash flow of $90 million. The
combined company is expected to have a strong financial profile,
including a solid balance sheet with substantial
liquidity. ACI will have a robust liquidity position with more
than $150 million of combined cash remaining on the balance sheet
and more than $65 million of availability under a new credit
facility at closing. This ample liquidity and high free cash
flow generation are expected to support long-term growth.
Terms of the Transaction
ACI will 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.
ACI will amend its pending exchange offer to reflect the terms
of the definitive agreement. The complete terms and conditions
of the exchange offer will be set forth in the amended
prospectus/offer to exchange on Form S-4 that ACI expects to file
with the Securities and Exchange Commission (the "SEC") by October
13, 2011.
Based on the closing sales price of ACI common stock on
September 30, 2011, the blended value of ACI's proposal is $9.55
per S1 share, assuming full proration. However, the equity
capital markets have been highly volatile since July 26, 2011 and
market prices for ACI shares and S1 shares have fluctuated and can
be expected to continue to fluctuate. S1 stockholders are urged to
obtain current trading price information prior to making any
decision with respect to the exchange offer.
S1's Board of Directors recommends that all S1 stockholders
tender their shares into ACI's amended exchange offer. ACI had
previously extended the expiration date of the exchange offer to
5:00 p.m. Eastern Time on October 31, 2011, unless further
extended.
Stockholder questions regarding the exchange offer or requests
for offering documents should be directed to ACI's Information
Agent for the exchange offer, Innisfree M&A Incorporated,
toll-free at (888) 750-5834. Offering materials will also be
available on the SEC's website at www.sec.gov. S1 stockholders are
urged to read the offering materials filed by ACI, as well as
materials filed by S1 relating to the exchange offer, which contain
important information about the exchange offer.
2011 Guidance
ACI and S1 reiterate the respective guidance each had previously
provided, excluding the impact of the transaction, for
2011. ACI will update its guidance to include the acquisition
of S1 following the completion of the transaction.
Approvals and Timing
ACI has received fully committed financing for the cash portion
of the transaction from a syndicate of banks led by Wells Fargo
Bank, N.A. The transaction is subject to satisfaction of
customary closing conditions, including the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act, and is expected to close in the fourth quarter of
2011.
Advisors
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.
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 between ACI and S1 may not be completed on a
timely basis and on favorable terms, (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 it anticipates, and (4) 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.
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
will file an amendment to it by October 13, 2011, to reflect the
agreement announced today. S1 will file an amendment to its
Solicitation/Recommendation Statement on Schedule 14D-9 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 and S1 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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