ACI Worldwide (ACIW) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR) in connection with ACI's tender offer for common stock of Online Resources Corporation (ORCC) was terminated early on February 15, 2013 by the U.S. Federal Trade Commission.
The waiting period was scheduled to expire on February 21, 2013.
As announced on January 31, 2013, ACI and Online Resources entered into a definitive agreement contemplating the acquisition of Online Resources by ACI via a tender offer to acquire all of the outstanding shares of Online Resources's common stock at a price of $3.85 per share in cash. The termination of the HSR waiting period satisfies one of the conditions to consummate the tender offer. Other closing conditions remain, including, among others, a minimum tender of a majority of outstanding Online Resources shares on a fully diluted basis.
The tender offer will remain open for Online Resources shareholders to tender their shares until 12:00 midnight, New York City time, at the end of Friday, March 8, 2013, unless it is extended in accordance with the parties' agreement. The complete Offer to Purchase dated February 7, 2013 related to the tender offer has been filed with the U.S. Securities and Exchange Commission and can be viewed online at sec.gov.