e425
Filed by ACI Worldwide, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: S1 Corporation
Commission File No.: 000-24931
ACI WORLDWIDE TO SOLICIT PROXIES AGAINST PROPOSED
S1-FUNDTECH TRANSACTION
ACIs Cash and Stock Proposal Provides S1 Shareholders with
Immediate Cash Value and Significant Upside Potential
NEW YORK, August 15, 2011 ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider
of payment systems, today announced that it has filed preliminary proxy materials with the
Securities and Exchange Commission (SEC) in connection with the solicitation of votes against
proposals related to the proposed merger of S1 Corporation (Nasdaq: SONE) and Fundtech Ltd.
(Nasdaq: FNDT).
As we have said from the outset, ACI remains ready and willing to complete our proposed
acquisition of S1. Our filing of preliminary proxy materials to solicit against the proposed
Fundtech transaction reflects our commitment to this goal, said Philip G. Heasley, President and
Chief Executive Officer of ACI. We expect that many S1 shareholders share our strong belief that
ACIs acquisition proposal is superior to and provides S1 shareholders with significantly greater
value than the proposed transaction with Fundtech. We strongly encourage all S1 shareholders the
true owners of the company to send a message that the S1 Board of Directors cannot ignore by
voting against the proposed Fundtech transaction.
As described in the preliminary proxy materials, ACI believes that the proposed S1- Fundtech
transaction is not in the best interests of S1 shareholders and that S1 shareholders should vote
AGAINST the proposed S1/Fundtech combination because ACI believes, among other things, that:
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A vote AGAINST the proposed Fundtech transaction preserves the opportunity for S1s
shareholders to receive a premium price contemplated by ACIs proposal that ACI believes
would provide significantly greater value to S1 shareholders than the Fundtech transaction; |
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A vote AGAINST the proposed Fundtech transaction stops the S1 Board from entering into
a transaction that results in a radical restructuring of S1s business, ownership and
governance for no premium or cash to S1 shareholders; |
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A vote AGAINST the proposed Fundtech transaction sends a strong message to S1s Board
that S1 shareholders want S1s Board to consider other alternatives for the company,
including ACIs proposal; |
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ACIs proposal provides immediate cash value to S1s shareholders, as well as the
opportunity to participate in the value creation of a combined ACI-S1; |
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The complementary nature of ACI and S1 creates a compelling opportunity to establish a
full-service global leader of financial and payments software with greater scale, financial
strength and cross-selling opportunities than a combined S1-Fundtech; and |
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ACIs proposal is expected to create greater financial benefits, including a significant
amount of cost savings that are estimated to be more than twice those contemplated in the
Fundtech transaction. |
ACI has secured committed financing from Wells Fargo Bank, N.A. for the cash portion of the
transaction. It is anticipated that the proposed transaction could close as early as the fourth
quarter.
Wells Fargo Securities is serving as financial advisor to ACI and Jones Day 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, ACIs 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, would and words and phrases of similar
impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
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) that a transaction with S1 may not be completed on a timely basis or on
favorable terms, (2) negative effects on our business or S1s business resulting from the pendency
of the merger, (3) that we may not achieve the synergies and other expected benefits within the
expected time or in the amounts we anticipate, (4) that we may not be able to promptly and
effectively integrate the merged businesses after closing and (5) that the committed financing may
not be available. Other factors that could materially affect our business and actual results of
operations are discussed in our most
recent 10-K as well as other filings available at the SECs website at http://www.sec.gov.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation
to publicly update or revise any of them in light of new information, future events or otherwise.
Certain Information Concerning The Participants
ACI and certain of its directors and officers may be deemed to be participants in any solicitation
of shareholders in connection with the proposed transaction. Information about the participants in
the solicitation, including their interests in the transactions, is available in the preliminary
proxy statement that ACI has filed with the SEC on August 12, 2011 in connection with the special
meeting of S1s shareholders.
Available Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. INVESTORS AND SECURITY HOLDERS OF S1 ARE
URGED TO READ ACIS PRELIMINARY PROXY STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN AND WILL BE
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of all documents filed with the
SEC by ACI through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by ACI will be available free of charge on ACIs internet website at
www.aciworldwide.com or by contacting ACIs Investor Relations Department at 646-348-6706.
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CONTACTS
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Investor Contacts:
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Media Contacts: |
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Tamar Gerber
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Joele Frank / James Golden / Scott |
Vice President, Investor Relations &
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Bisang |
Financial Communications
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Joele Frank, Wilkinson Brimmer Katcher |
(646) 348- 6706
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(212) 355-4449 |
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Art Crozier / Jennifer Shotwell / Scott |
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Winter |
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Innisfree M&A Incorporated |
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(212) 750-5833 |
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