This Day On The Street
Continue to site right-arrow
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

ACI Worldwide Commences Exchange Offer For S1 Stock

Stocks in this article: ACIW SONE

NEW YORK, Aug. 30, 2011 /PRNewswire/ -- ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider of payment systems, today announced that it is commencing an exchange offer to acquire all of the outstanding shares of S1 Corporation (Nasdaq: SONE) common stock.  Under the terms of the exchange offer, S1 shareholders would receive $6.20 in cash and 0.1064 ACI shares for each share of S1 they hold, assuming full proration, which as of August 29, 2011, had a blended value of $9.44 per share.  The complete terms and conditions of the exchange offer will be set forth in the prospectus/offer to exchange on Form S-4 that ACI expects to file today with the Securities and Exchange Commission (the "SEC").

"While it remains our strong preference to enter into a negotiated transaction with S1, we believe taking our premium cash and stock offer directly to S1's shareholders is the best way to advance this compelling combination," said Philip G. Heasley, President and Chief Executive Officer of ACI.  "We believe that ACI's enhanced proposal is clearly superior to and provides S1 shareholders with far greater value than the Fundtech transaction.  We remain resolute in our commitment to take the steps necessary to complete this transaction."

On August 25, 2011, ACI enhanced its July 26, 2011 proposal to acquire all of the outstanding shares of S1 in a negotiated merger transaction by increasing the cash component of its proposal from $5.70 per share to $6.20 per share.  

Details of the Exchange Offer

The prospectus/offer to exchange fully details the terms and conditions of the offer.  As described in the prospectus/offer to exchange, S1 shareholders will be able to elect to receive $10 per share in cash or 0.2800 shares of ACI common stock for each S1 share they hold.  This election will be subject to a maximum of 62% of S1 shares exchanging for cash and 38% of S1 shares exchanging into ACI common stock, with any oversubscription subject to proration.  Based upon the price of ACI common shares on August 29, 2011, the value of the cash component of the offer exceeds the value of the stock component of the offer.  

ACI has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the transaction.  The exchange offer is expected to expire at 5:00 p.m. Eastern Time on September 28, 2011, unless extended.

Shareholder questions regarding the exchange offer or requests for offering documents should be directed to ACI's Information Agent for the exchange offer, Innisfree M&A Incorporated, toll-free at (888) 750-5834.  Offering materials are also available on the SEC's website at  S1 shareholders are urged to read the offering materials filed by ACI, which contain important information about the exchange offer.

Solicitation Against Proposed Fundtech Transaction

As previously announced on August 25, 2011, ACI has filed definitive proxy materials with the SEC in connection with the solicitation of votes against proposals related to the proposed merger of S1 and Fundtech.  

ACI urges shareholders to vote the BLUE proxy card AGAINST the Fundtech transaction today.  S1 shareholders are encouraged to read the definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of ACI's superior proposal and the reasons behind the ACI recommendation that shareholders vote AGAINST the proposed Fundtech transaction.

Wells Fargo Securities is serving as financial advisor to ACI and Jones Day is serving as its legal advisor.  

1 of 3

Select the service that is right for you!

Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!


DOW 18,053.71 +23.50 0.13%
S&P 500 2,088.77 +6.89 0.33%
NASDAQ 4,806.8590 +33.3870 0.70%

Brokerage Partners

Rates from

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs