ACI Worldwide closes Online Resources acquisition

Source: ACI Worldwide

ACI Worldwide (NASDAQ: ACIW), a leading international provider of payment systems, announced today it has completed the acquisition of Online Resources Corporation (NASDAQ: ORCC), a leading provider of online banking and full service bill pay solutions.

The acquisition adds Electronic Bill Presentment and Payment (EBPP) solutions as a strategic part of ACI's Universal Payments portfolio. It also strengthens ACI's online banking capabilities with complementary technology, and expands the company's leadership in serving community banking and credit union customers.

Under the terms of the agreement, ACI acquired Online Resources in an all cash transaction for $3.85 per share. ACI will update investors on the financial implications of the acquisition on our upcoming Q1 conference call.

"Driven by the increase in electronic transactions from online and mobile banking, bill pay is becoming a major pivot point and area of strategic investment for our customers," said Philip Heasley, president and CEO of ACI Worldwide. "With the addition of Online Resources' capabilities, customers can rely on ACI as an end-to-end, integrated provider addressing the full range of payment needs including: wholesale and retail payments, payments fraud, online banking, merchant retail and now bill pay."

"In addition, the acquisition will expand ACI's best-in-class online banking capabilities to offer a suite of solutions supporting banks and credit unions of all sizes," continued Heasley. "We are delighted to welcome Online Resources' talented employees into the ACI family to help seize these opportunities and advance the best solutions to customers going forward."

Commitment to Customers

ACI also announced that consistent with ACI's long-standing lifecycle management policy, the company is committed to maintaining multi-year roadmaps and contractual commitments to Online Resources' customers. Online Resources' customers will benefit from ACI's size and scale to support current and future initiatives. ACI invests 18 percent of revenues in R&D, significantly ahead of others in the industry. The company also provides a world-class hosting environment, as well as global 24x7x365 support.

Completion of Tender Offer

ACI successfully completed its tender offer for common stock of Online Resources, which expired at 12:00 midnight, New York City time, at the end of Friday, March 8, 2013.
Based on information from American Stock Transfer & Trust Company, LLC, the depositary for the offer, as of the expiration of the tender offer, approximately 28,588,101 shares (which excludes 607,135 that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 82.8% of Online Resources' issued and outstanding shares. All validly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.

After exercise of a top-up option granted by Online Resources, ACI completed its acquisition of the remaining shares of Online Resources through a short-form merger. In the short-form merger, the remaining Online Resources shares (other than those held by ACI, Online Resources or any wholly-owned subsidiary of ACI or Online Resources, and any shareholders who validly exercise their appraisal rights in connection with the merger) were converted into the right to receive $3.85 per share in cash, subject to applicable withholding taxes. 

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