SAN DIEGO and NORCROSS, Ga., Sept. 23, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Official Payments Holdings, Inc. (NASDAQ: OPAY) by ACI Worldwide (NYSE: ACIW). On September 23, 2013, the two companies announced the signing of a definitive merger agreement under which ACI will acquire Official Payments in an all cash transaction for $8.35 per share. The boards of directors of both companies have unanimously approved the transaction. ACI Worldwide will commence a cash tender offer to purchase all outstanding shares of common stock, which is expected to close in the fourth quarter of 2013.
Is the Merger Best for Official Payments and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Official Payments is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the $8.35 consideration represents a discount of 1.80% based on Official Payment's closing price on September 20, 2013. This discount is substantially below the average one-day premium of 50.16% for comparable transactions in the last five years.Further, on September 2, 2013, Official Payments announced the company's earnings for its third quarter 2013, reporting increases in revenue from continuing operations of $45.8 million for its fiscal third quarter 2013, an increase of $6.6 million, or 17%, compared to its fiscal third quarter 2012. Further, net revenue was $13.2 million this third quarter compared to $11.8 million for the third quarter 2013, an increase of $1.4 million or 12%. With a $2 million increase in adjusted EBITDA over last year, Alex P. Hart, President and Chief Executive Officer, stated, "We're pleased to report positive Adjusted EBITDA from continuing operations for our seventh consecutive quarter and positive earnings per share for the first time in several years. Our platform consolidation project remains on target to be substantially complete by the end of the calendar year. We expect significant savings from this project in terms of both improved operational efficiency and reduced capital expenditures for the next fiscal year. We're confident that we've positioned ourselves for even better financial results in fiscal year 2014." Given these facts, Robbins Arroyo is examining Official Payment's board of directors' decision to sell the company to ACI now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.