ACI Worldwide and S1 Corporation Announce the DOJ is Closing Its Investigation
03 Fevereiro 2012 - 9:45AM
ACI Worldwide, Inc. (Nasdaq:ACIW) and S1 Corporation (Nasdaq:SONE)
today announced that the U.S. Department of Justice (the "DOJ") has
informed them that the DOJ is closing its investigation in
connection with the proposed acquisition of S1 by ACI. As
previously announced, the expiration date of ACI's exchange offer
for all of S1's outstanding common shares is 5:00 p.m., Eastern
time, on Friday, February 10, 2012.
About ACI's Proposed Acquisition of S1
ACI agreed to acquire S1 for approximately $360 million in cash
and 5.8 million ACI shares on October 3, 2011. Under the agreement,
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. S1's
Board of Directors recommends that all S1 stockholders tender their
shares into ACI's amended exchange offer, which expires at 5:00
p.m. Eastern Time on February 10, 2012, unless further
extended.
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.
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, (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, (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
approval. 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. S1
has filed a 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 / Scott Bisang / 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
S1 (NASDAQ:SONE)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
S1 (NASDAQ:SONE)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024