ACI/S1 merger deadline extended as Department of Justice delves deeper

Source: ACI Worldwide

ACI Worldwide, Inc. (Nasdaq:ACIW) announced today that it has extended its exchange offer for all of the outstanding shares of common stock of S1 Corporation (Nasdaq:SONE) until 5:00 p.m., Eastern time, on Friday, February 10, 2012, unless further extended.

As previously announced, ACI and S1 entered into an agreement with the U.S. Department of Justice (the "DOJ") in order to permit the DOJ additional time to review the information furnished by ACI and S1 under the U.S. premerger clearance laws (the "HSR Act"). That agreement provided that ACI and S1 would not close the transaction before January 31, 2012 without the DOJ's prior consent. The DOJ has not completed its review of the information provided by the parties and requested an extension of time beyond January 31, 2012. ACI and S1 agreed with the DOJ to extend the term of the agreement for ten days. Accordingly, ACI and S1 will not close the transaction prior to February 10, 2012 without the DOJ's prior consent.

ACI and S1 have each certified their compliance with the DOJ's previously announced second request for information, and both companies continue to assist the DOJ in its review of that information. The DOJ's second request for information is focused on the card payments business. In 2010, S1's card payments business generated approximately $11.9 million in revenue in the United States.

There can be no assurance as to what actions the DOJ may take in connection with the proposed acquisition or whether the DOJ may seek to extend the February 10, 2012 end date based on its review of the information provided by ACI and S1. There can also be no assurance whether the DOJ will consent to any request to close the transaction before February 10, 2012.

About ACI's Proposed Acquisition of S1

ACI agreed to acquire S1 for approximately $360 million in cash and 5.8 million ACI shares on October 3, 2011. Under the agreement, S1 stockholders may elect to receive $10.00 in cash or 0.3148 shares of ACI stock for each S1 share they own, subject to proration, such that in the aggregate 33.8% of S1 shares are exchanged for ACI shares and 66.2% are exchanged for cash. The exchange offer is subject to various conditions, including the expiration or termination of the waiting period under the HSR Act and the absence of injunctions.

Except for the extension of the exchange offer expiration date, all other terms and conditions of the exchange offer remain unchanged as of January 24, 2012.

As of January 23, 2012, 22,799,905 shares of S1 common stock had been validly tendered in, and not withdrawn from, the exchange offer, representing approximately 41.3% of the outstanding S1 shares.

Wells Fargo Securities, LLC is acting as financial advisor to ACI. Wells Fargo Bank, N.A. is acting as the exchange agent for the exchange offer. Jones Day is acting as legal advisor to ACI.

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