ACI Worldwide Announces Preliminary Results of Exchange Offer
14 2월 2012 - 6:51AM
ACI Worldwide, Inc. (Nasdaq:ACIW), a leading international provider
of payment systems, today announced the preliminary results of its
exchange offer to acquire S1 Corporation (Nasdaq:SONE), which
expired at 5:00 p.m., Eastern time, on February 10, 2012. Based on
the preliminary calculation performed by Wells Fargo, the exchange
agent for the exchange offer, a total of 52,871,149 shares of S1
common stock were validly tendered, which includes 3,073,394 shares
tendered through notice of guaranteed delivery, and not withdrawn,
representing approximately 95.3% of S1's outstanding shares.
In accordance with the terms and conditions of the exchange
offer, S1 shareholders had the right to elect to receive, for each
share tendered, either $10.00 in cash or 0.3148 shares of ACI
common stock, subject to proration, such that in the aggregate
33.8% of S1 shares will be exchanged for ACI common stock and 66.2%
of S1 shares will be exchanged for cash.
Based on the preliminary calculations by the exchange agent of
the proration amounts, S1 shareholders who tendered their S1 shares
in the exchange offer and elected to receive the $10.00 cash
consideration will receive $10.00 in cash for each share tendered.
S1 shareholders who did not make an election will receive $6.62 in
cash and 0.1064 shares of ACI stock for each share tendered. S1
shareholders who tendered their S1 shares in the exchange offer and
elected to receive the 0.3148 per share stock consideration will
receive approximately $5.71 in cash and 0.1351 shares of ACI stock
for each share tendered, which is the equivalent of approximately
42.9% of the S1 shares exchanged for the per share stock
consideration.
These proration percentages are preliminary and subject to
change, and will be finalized by the exchange agent once all shares
tendered through notice of guaranteed delivery are delivered within
the three trading day settlement period. The final proration
amounts will be announced promptly thereafter.
Advisors Innisfree M&A Incorporated is
ACI's information agent in connection with the offer. Wells Fargo
is acting as ACI's financial advisor and exchange agent for the
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.
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) negative
effects on ACI's business or S1's business resulting from the
pendency of the proposed transaction, (2) that ACI may not achieve
the synergies and other expected benefits within the expected time
or in the amounts it anticipates, and (3) that ACI may not be able
to promptly and effectively integrate the merged businesses. 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.
CONTACT: Media:
Scott Fitzgerald
Vice President, Marketing
ACI Worldwide, Inc.
(781) 370-3623
press@aciworldwide.com
Investors:
Tamar Gerber
Vice President, Investor Relations & Financial
Communications
ACI Worldwide, Inc.
(646) 348-6708
S1 (NASDAQ:SONE)
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