ACI Worldwide proposes to acquire S1 Corporation
ACI Worldwide, Inc. a leading international provider of payment systems, announced that it has proposed to acquire all of the outstanding shares of S1 Corporation (Nasdaq: SONE) for per share consideration of $9.50 in a cash and stock transaction valued at approximately $540 million.
ACI’s proposal represents a 33% premium to S1’s market price on July 25, 2011, the last trading day prior to this announcement, a 32% premium to the volume weighted average price of S1 shares over the last 90 days, and a 23% premium to the 52-week high of S1 shares. Under the ACI proposal, S1 shareholders could elect to receive cash and/or stock for their S1 shares, subject to proration such that in the aggregate 40% of the consideration is paid in ACI shares and 60% is paid in cash. ACI’s proposal is structured so that the receipt of the stock portion of the consideration will be tax-free to S1 shareholders.
Upon completion of the transaction, and based on the most recent closing price of ACI’s common stock, S1 shareholders would own approximately 15% of the combined company and ACI shareholders would own approximately 85% on a fully diluted basis. ACI has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the transaction. It is anticipated that the proposed transaction could close as early as the fourth quarter.
“ACI’s proposal would provide S1 shareholders with a substantial premium and immediate cash value for their investment in S1, as well as the opportunity to participate in the significant upside potential of a combined ACI-S1,” said Philip G. Heasley, President and Chief Executive Officer of ACI. “With S1, we believe that ACI would further enhance its current position as a global leader in the enterprise payments software industry as a larger, more diversified company that is strongly positioned in a wide range of markets and supported by a broader base of revenues and earnings.”
“We believe a combination with S1 would provide ACI with enhanced scale, breadth and additional capabilities to compete more effectively and profitably in the global marketplace,” continued Mr. Heasley. “ACI and S1 have complementary products and customer bases, and together would better serve the entire spectrum of financial institutions, processors and retailers. The transaction is also expected to create significant financial benefits, including considerable cost savings and cross-selling opportunities beyond what either company could achieve on its own.”
“We are confident S1 shareholders will share our strong belief that ACI’s premium proposal is superior to and provides S1 shareholders with significantly greater value than the pending transaction with Fundtech. We expect S1’s Board to recognize the considerable financial and strategic benefits to S1 and its shareholders inherent in a combined ACI-S1, and ACI is ready and willing to complete this transaction and we are prepared to do what is necessary to make that happen,” added Mr. Heasley.