In a joint announcement released Friday, ACI Worldwide and S1 stated that they have been informed by the U.S. Department of Justice that the DOJ’s investigation into the merger of the two firms has concluded and that they are free to proceed with the transaction. The deal will close by this Friday, February 10, at 5 p.m. eastern time or expire.
ACI agreed to acquire S1 for approximately $360 million in cash and 5.8 million ACI shares on October 3, 2011. Under the agreement, S1 stockholders may elect to receive $10.00 in cash or 0.3148 shares of ACI stock for each S1 share they own, subject to proration, such that in the aggregate 33.8% of S1 shares are exchanged for ACI shares and 66.2% are exchanged for cash. S1’s Board of Directors recommends that all S1 stockholders tender their shares into ACI’s amended exchange offer, which expires at 5:00 p.m. Eastern Time on February 10, 2012, unless further extended.
Wells Fargo Securities, LLC is acting as financial advisor to ACI. Wells Fargo Bank, N.A. is acting as the exchange agent for the exchange offer. Jones Day is acting as legal advisor to ACI. Raymond James & Associates Inc. is serving as financial advisor to S1, and Hogan Lovells US LLP is serving as its legal advisor.
