Fundtech has determined that a binding offer it has received from GTCR Fund X/A and its affiliated entities constitutes a “company superior offer” under Fundtech’s previously announced merger agreement with S1 Corporation. Fundtech has notified S1 of Fundtech’s board of directors’ intention to change its recommendation with respect to the pending transaction with S1, to terminate the merger agreement with S1 and to enter into a written definitive agreement with entities formed by GTCR.
Under the terms of GTCR’s binding offer, an entity formed by GTCR would merge with Fundtech, and as a result of the merger all outstanding ordinary shares of Fundtech would be converted into the right to receive US$23.33 per share in cash. GTCR has also agreed to pay the US$11.9m termination fee that may become payable to S1 in certain circumstances.
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