S1 Corporation Issues Statement Regarding Unsolicited Proposal From ACI Worldwide, Inc.
27 7월 2011 - 6:00AM
S1 Corporation (Nasdaq:SONE) today announced that it has received a
letter dated July 26, 2011 from ACI Worldwide, Inc. (Nasdaq:ACIW)
outlining an unsolicited proposal to acquire S1 Corporation for
$9.50 per share in a mix of cash and common stock of ACI.
As previously announced, on June 26, 2011, S1 and
Fundtech Ltd. (Nasdaq:FNDT) executed a merger agreement, which
provides for the combination of the two companies. S1 continues to
be bound by the terms of the merger agreement with
Fundtech.
S1's Board of Directors will review the terms of
the proposal submitted by ACI in a manner consistent with its
obligations under the merger agreement with Fundtech and applicable
Delaware law.
S1 will have no further comment on this matter at
this time.
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
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, those regarding any transaction with
Fundtech or ACI Worldwide and other statements that are not
historical facts. These statements involve risks and uncertainties
including those detailed in S1's Annual Reports on Form 10-K
and other filings with the Securities and Exchange Commission.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may
vary materially from those forecasted or expected. S1 disclaims any
intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find
It
In connection with the proposed transaction with
Fundtech, 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 between
the companies. 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 with Fundtech 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. (MM) (NASDAQ:FNDT)
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Fundtech Ltd. (MM) (NASDAQ:FNDT)
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