Company Filing Definitive Proxy Statement and Mailing Letter to S1 Shareholders. Urges S1 Shareholders to Vote the BLUE Proxy Card
Thursday, August 25, 2011
NEW YORK, August 25, 2011 – ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider of payment systems, today announced that it has increased its cash and stock proposal to acquire S1 Corporation (Nasdaq: SONE) from $5.70 per share plus 0.1064 ACI shares, to $6.20 per share plus 0.1064 ACI shares, assuming full proration. Based on ACI’s closing stock price on July 25, 2011, the last trading day prior to the public announcement of the ACI proposal, the ACI enhanced proposal has a blended value of $10.00 per share, and based on the closing price of ACI on August 24, 2011, the ACI enhanced proposal has a blended value of $9.29 per share.
“ACI is committed to taking the necessary actions to complete our proposed acquisition of S1, and we believe today’s action is the next step forward in this process,” said Philip G. Heasley, President and Chief Executive Officer of ACI. “Given the uncertain and volatile market conditions, we have enhanced the cash component of our proposal to provide additional certainty and value for S1 shareholders.”
ACI’s proposal represents a 30% premium to S1’s market price on July 25, 2011, the last trading day prior to the public announcement of ACI’s proposal, a 29% premium to the volume weighted average price of S1 shares over the previous 90 days prior to the announcement and a 20% premium to the 52-week high of S1 shares, for the 52-week period ending July 25, 2011.
ACI anticipates that the proposed transaction could close as early as the fourth quarter. The Company has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the transaction and has offered to provide S1 with a copy of a commitment letter upon request. In addition, to resolve any potential barriers to consummating a transaction, ACI has reiterated to S1 that it is willing to provide appropriate assurance of satisfaction of the Hart-Scott-Rodino Act condition, including a divestiture commitment (if required) and substantial break-up compensation.
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