Georgia's S1 Corporation Announces Termination of $700M Fundtech Merger
Press release from the issuing company
Monday, September 19th, 2011
S1 Corporation, a leading global provider of payments and financial services software solutions, announced today that it has terminated its merger agreement with Fundtech Ltd. and received an $11.9 million termination fee. The Special Meeting of Stockholders scheduled for October 13, 2011 has been canceled. "Increasing stockholder value remains our primary focus as we continue to execute our long-term strategic plan," said John W. Spiegel, Chairman of the Board of Directors of S1. "Following the termination of the Fundtech merger agreement, we remain committed to considering such options or alternatives that the S1 Board of Directors believes to be in the best interests of S1's stockholders." Johann Dreyer, Chief Executive Officer of S1, stated "We believe the considerable business momentum we established over the past several quarters affirms the strength of our strategic plan. Strong revenue growth, the addition of new customers, and a solid increase in our revenue backlog give us confidence that we have the right strategic plan in place to drive increased value for our stockholders."
Despite today's announcement, S1's Board of Directors has not changed its recommendation with respect to ACI Worldwide's conditional exchange offer announced on August 30, 2011. The S1 Board of Directors firmly believes that the exchange offer is NOT in the best interests of S1 or its stockholders and recommends that S1 stockholders NOT tender their S1 shares pursuant to the exchange offer. S1's Board of Directors has serious, unaddressed concerns regarding the ACI exchange offer which have previously been communicated to ACI and S1's stockholders, including the following: -- the exchange offer is subject to significant conditions that may prevent
its consummation;
-- the exchange offer provides uncertain consideration and value for the
shares of S1 common stock;
-- ACI must obtain debt financing in order to acquire S1 shares in the
exchange offer;
-- unlike ACI's original acquisition proposal, the exchange offer is not
expected to be tax free to S1 stockholders with respect to the receipt
of ACI shares; and
-- ACI launched the conditional exchange offer despite S1's good faith
efforts to discuss the terms of ACI's previous unsolicited acquisition
proposal.