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ACI launches exchange offer for S1 shares

Tue, 08/30/2011 - 10:05am
The Associated Press

ACI Worldwide Inc., which makes software for managing electronic payments, said it is launching an exchange offer to acquire all outstanding common shares of financial services software provider S1 Corp.

Under the terms of the offer, S1 stockholders would receive $6.20 in cash and 0.1064 ACI shares for each S1 share. That values S1 at $9.44 per share based on ACI's Aug. 29 stock price.

The offer is ACI's latest attempt to acquire S1 and convince S1 shareholders to vote against a proposal to instead merge with an Israeli company called Fundtech. In June, S1 announced plans to buy Fundtech for about $320 million in stock. Under the terms of that deal, each Fundtech stockholder would get 2.72 shares of S1's stock for each Fundtech share.

Earlier this month, S1 rejected a previous offer from ACI of about $540 million — or $9.50 per share — in cash and stock, saying the deal wasn't in the best interests of shareholders. A drop in ACI's shares since then has reduced the value of that original proposal, prompting ACI last week to increase the cash portion of the offer to bring the total price to $10 per share.

ACI said its exchange offer will give S1 shareholders the option to receive $10 per share in cash or 0.2800 ACI common shares for each S1 share. This offer is subject to a maximum of 62 percent of S1 shares exchanging for cash and 38 percent of S1 shares exchanging into ACI common stock

"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 ACI President and Chief Executive Philip Heasley.

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