Strategic Business Combination Expected
to Accelerate Revenue Growth and Increase Margins and
Profitability Expands Product Portfolio and
Enhances Geographic Footprint
ATLANTA, Ga. and JERSEY CITY, N.J., June 27, 2011 (GLOBE
NEWSWIRE) -- S1 Corporation (Nasdaq:SONE) and
Fundtech Ltd. (Nasdaq:FNDT) today announced that
they have entered into a definitive agreement to combine businesses
through a stock-for-stock merger, creating an industry leader in
transaction banking solutions. Based on the stock prices at market
close on June 24, 2011 for both S1 and Fundtech, the merger is
valued at approximately $700 million.
Under the terms of the agreement, Fundtech shareholders will
receive 2.72 shares of S1 common stock for each Fundtech ordinary
share they own. Upon closing of the transaction, S1 shareholders
will own approximately 55 percent and Fundtech shareholders
approximately 45 percent of the combined company. The transaction
is expected to be accretive to S1's 2012 Non-GAAP earnings per
share. Non-GAAP earnings exclude purchase accounting
adjustments to deferred revenues as well as stock-based
compensation expenses, amortization of intangibles, one-time
charges including integration costs and other non-cash charges.
In the first quarter of 2011, the companies generated pro forma
combined revenue of $95.0 million, Adjusted EBITDA of $10.4 million
and net cash from operating activities of over $32.0 million.
As of March 31, 2011, the companies had pro forma combined cash,
cash equivalents and marketable securities of $143 million and no
debt. As a result of the merger, the companies anticipate
annualized pre-tax cost savings of approximately $12 million by the
end of 2012 and fully realizable in 2013. Additionally,
excluding the expected costs of the merger, both S1 and Fundtech
have reaffirmed their previously provided financial guidance for
the full year 2011.
The combined company will be headquartered at S1's headquarters
in Atlanta, Georgia and will be called Fundtech. Reuven
BenMenachem will serve as Executive Chairman of the combined
company and Johann Dreyer will serve as Chief Executive
Officer. The combined company will have an eight-member Board
composed of existing directors from both companies. The Board
will have equal representation, with four directors each nominated
by S1 and Fundtech.
"This merger will create an industry leader that provides a
complete suite of technologically advanced transaction banking
solutions," said Reuven BenMenachem, Chief Executive Officer,
Fundtech. "The S1 and Fundtech organizations and cultures are
very similar in their commitment to deliver innovative products and
generate the highest levels of customer satisfaction. The
companies have complementary product offerings and extensive
cross-selling opportunities which will position the combined
company to secure larger contracts and cultivate more strategic
relationships with customers."
"The future of the transaction banking industry is highly
dependent upon innovation and state-of-the-art solutions and this
combination will put us at the forefront of these advancements,"
said Johann Dreyer, Chief Executive Officer, S1
Corporation. "Both companies have key strengths in technology,
products, customers and culture, and we are extremely excited about
the opportunities that will be created by combining these
businesses. This merger will expand our geographic footprint
and enhance our ability to accelerate revenue growth and increase
profitability."
S1 is a leading global provider of payments and financial
services software solutions to more than 3,000 financial
institutions in more than 75 countries. Fundtech is a leading
global provider of software solutions and services that facilitate
payments, settlement and cash management for more than 1,000
financial institutions in more than 70 countries. The combined
company will be an industry leader in transaction banking solutions
with best-of-breed technology that addresses a broad range of
payment types, from card payments made by consumers to wire
transfers made by large corporations.
The transaction, which is structured as a tax-free exchange of
shares for Fundtech's United States shareholders, is subject to
approval by S1 and Fundtech shareholders, receipt of regulatory
approvals, Israeli court approval, and the satisfaction of
customary closing conditions. Fundtech's largest shareholder,
Clal Industries and Investments Ltd., which currently owns
approximately 58% of the outstanding ordinary shares of Fundtech,
has entered into a voting agreement with S1 pursuant to which it
has agreed, subject to the terms and conditions thereof, to vote in
favor of the transaction. S1 and Fundtech expect to complete
the transaction in the fourth quarter of 2011.
Raymond James & Associates acted as financial advisor to S1
and Hogan Lovells US LLP and Zellermayer, Pelossof, Rosovsky,
Tsafrir, Toledano & Co. provided legal counsel. Citi
acted as financial advisor to Fundtech and Kirkland & Ellis
LLP, Kramer Levin Naftalis & Frankel LLP and Meitar Liquornik
Geva & Leshem Brandwein provided legal counsel.
Conference Call, Webcast and Slide
Information
S1 and Fundtech will host a joint conference call to discuss the
transaction on Monday, June 27, 2011, at 8:30 a.m.
ET. Participants may access the call by dialing (877) 899-9075
(United States) or (706) 758-0819 (International) and entering
passcode 79384435. Investors may also access a
live audio webcast of this conference call by visiting www.s1.com
and entering the Investor Relations section under "About S1".
A replay of the webcast will be available approximately two
hours after the conclusion of the call. A telephone replay will
also be available approximately two hours after the conclusion of
the call through July 11, 2011. To access the replay, please dial
(800) 642-1687 or (706) 645-9291 and enter passcode 79384435.
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.
About Fundtech
Fundtech (Nasdaq:FNDT), was founded in 1993, and is a leading
provider of software and services to banks of all sizes around the
world. Payments systems include wire transfers, ACH origination,
cross-border payments and remittance. Cash management systems are
designed for large corporate through small business clients.
Fundtech operates the world's largest SWIFT service bureau. We
offer an extensive line of financial supply chain applications
including electronic invoice presentment and supply chain
financing. We are the leading provider of CLS systems to the
world's largest banks. More than 1,000 clients throughout the world
rely on Fundtech solutions to improve operational efficiency and
provide greater competitiveness through innovative
business-to-business services. For more information, visit
www.fundtech.com.
Forward Looking Statements
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, but are not limited to, statements regarding
the expected completion of the transaction, our expected revenues,
our market and growth opportunities, the amount of anticipated cost
synergies and other benefits associated with the proposed
transaction and other statements that are not historical fact.
These forward-looking statements are based on currently
available competitive, financial and economic data together with
management's views and assumptions regarding future events and
business performance as of the time the statements are made and are
subject to risks and uncertainties. We wish to caution you
that there are some known and unknown factors that could cause
actual results to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements, including but not limited to
uncertainties as to how many shareholders will vote in favor of the
merger, and / or the issuance of S1's common stock, the possibility
that competing offers will be made, the possibility that various
closing conditions for the merger may not be satisfied or waived,
operational challenges in achieving strategic objectives and
executing our plans, the risk that markets do not evolve as
anticipated, the potential impact of the general economic
conditions and competition in the industry.
We refer you to the documents that S1 and Fundtech file from
time to time with the SEC, including the section titled "Risk
Factors" of S1's most recent Annual Report filed on Form 10-K and
Quarterly Reports on Form 10-Q and Fundtech's most recent Annual
Report filed on Form 20-F, as well as the proxy statement and
information statement to be filed by S1 and Fundtech, respectively,
which contain and identify other important factors that could cause
actual results to differ materially from those contained in our
projections or forward-looking statements. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. All subsequent
written and oral forward-looking statements by or concerning S1 or
Fundtech are expressly qualified in their entirety by the
cautionary statements above. Except as may be required by law, S1
and Fundtech do not undertake any obligation to publicly update or
revise any forward-looking statements because of new information,
future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, S1 and Fundtech
intend to file relevant materials with the SEC and other
governmental or regulatory authorities, including a proxy statement
and information statement, respectively. INVESTORS ARE URGED TO
READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT S1, FUNDTECH AND THE
TRANSACTION. The proxy statement, information statement and certain
other relevant materials (when they become available) and any other
documents filed by S1 or Fundtech with the SEC may be obtained free
of charge at the SEC's website at http://www.sec.gov. In addition,
investors may obtain free copies of the documents filed with the
SEC (i) by contacting S1's Investor Relations at (404) 923-3500 or
by accessing S1's investor relations website at www.s1.com; or (ii)
by contacting Fundtech's Investor Relations at (201) 946-1100 or by
accessing Fundtech's investor relations website at
www.fundtech.com. Investors are urged to read the proxy statement
and information statement and the other relevant materials when
they become available before making any voting or investment
decision with respect to the transaction.
Participants in the Solicitation
S1, Fundtech and their respective executive officers and
directors may be deemed to be participating in the solicitation of
proxies in connection with the transaction. Information about the
executive officers and directors of S1 and the number of shares of
S1's common stock beneficially owned by such persons is set forth
in the proxy statement for S1's 2011 Annual Meeting of Stockholders
which was filed with the SEC on April 8, 2011. Information about
the executive officers and directors of Fundtech and the number of
Fundtech's ordinary shares beneficially owned by such persons is
set forth in the annual report on Form 20-F which was filed with
the SEC on May 31, 2011. Investors may obtain additional
information regarding the direct and indirect interests of S1,
Fundtech and their respective executive officers and directors in
the transaction by reading the proxy statement and information
statement regarding the transaction when they become available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
CONTACT: S1 Corporation
Paul M. Parrish
Chief Financial Officer
404.923.3500
paul.parrish@s1.com
Fundtech Ltd.
Yoram Bibring
CFO - Fundtech Ltd.
Tel: 1-201-946-1100
yoram.bibring@fundtech.com
George Ravich
EVP & Chief Marketing Officer
Fundtech, Ltd.
(o) +1-201-215-6530
(M) +1-203-984-8765
(E) george.ravich@fundtech.com
Fundtech Ltd. (MM) (NASDAQ:FNDT)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Fundtech Ltd. (MM) (NASDAQ:FNDT)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
