ACI Launches Rival Bid to Acquire S1

ACI has approached S1’s board and shareholders with a proposal that it believes is superior to the Fundtech merger offer. In its proposal, ACI states that the acquisition of S1 would provide complementary products to ACI’s portfolio of payment solutions, an expanded customer base, which would create cross-selling opportunities, and expands presence in key emerging markets.

“We believe that this transaction would: provide greater scale and global reach to serve a large and growing marketplace; add complementary product capabilities and customer base; create significant cost savings to drive earnings accretion and margin expansion; maintain a strong balance sheet with significant liquidity and substantial free cash flow,” said the company in its proposal.

The acquisition would also allow the company to realise “significant” cost savings, according to the proposal. “We believe that the combination of ACI and S1 will deliver cost savings more than twice those contemplated in the proposed S1-Fundtech merger. Multiple expected sources of cost savings include corporate and public company costs, selling, general and administrative expenses (SG&A), product management, hosting infrastructure and facilities. We expect the transaction to be accretive in 2012,” stated ACI.

Fundtech released a statement in response: “As previously announced, Fundtech and S1 Corporation executed a definitive merger agreement on 26 June 2011, pursuant to which Fundtech and S1 agreed that Fundtech would merge with a subsidiary of S1 and shareholders of Fundtech immediately prior to the effective time of the merger would receive shares of S1 common stock in the merger. The merger agreement with S1 remains in effect.”

S1 has also responded to what it termed “an unsolicited proposal”: “S1 continues to be bound by the terms of the merger agreement with Fundtech. S1’s board of directors will review the terms of the proposal submitted by ACI in a manner consistent with its obligations under the merger agreement with Fundtech and applicable Delaware law.”


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