DoJ to close case on ACI/S1 merger

Source: ACI Worldwide

ACI Worldwide, Inc. (Nasdaq:ACIW) and S1 Corporation (Nasdaq:SONE) today announced that the U.S. Department of Justice (the "DOJ") has informed them that the DOJ is closing its investigation in connection with the proposed acquisition of S1 by ACI.

As previously announced, the expiration date of ACI's exchange offer for all of S1's outstanding common shares is 5:00 p.m., Eastern time, on Friday, 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. S1's Board of Directors recommends that all S1 stockholders tender their shares into ACI's amended exchange offer, which expires at 5:00 p.m. Eastern Time on February 10, 2012, unless further extended.

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. Raymond James & Associates Inc. is serving as financial advisor to S1, and Hogan Lovells US LLP is serving as its legal advisor.

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