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ACI Worldwide is increasing the cash portion of its unsolicited offer to buy S1 in light of recent stock market volatility, and as the two companies continue to squabble over competing acquisition proposals.
August 25
The bank technology vendor S1 Corp.'s board told shareholders not to accept ACI Worldwide Inc.'s exchange offer — yet.
The board said Wednesday that it is reviewing ACI's Tuesday offer to shareholders in ACI's latest step to disrupt S1's planned merger with Fundtech Ltd.
ACI, of New York, is offering S1 shareholders $6.20 in cash and 0.1064 ACI shares for each S1 share they own. This price is the same ACI offered directly to S1 on Aug. 25. It values each S1 share at $9.44 as of Aug. 29, ACI said.
S1, of Norcross, Ga., has rebuffed ACI's offer to purchase it ever since ACI made its initial offer July 26. ACI increased the cash portion of its offer to $6.20 a share, from the originally proposed $5.70 a share, on Aug. 25. Though the cash portion is higher, the offer's overall value has fluctuated with the companies' stock prices. The July offer, with its smaller cash portion, valued each S1 share at $9.50.
"Consistent with its fiduciary duties and as required by applicable law, the S1 board of directors, in consultation with its legal and financial advisors, will review and consider the exchange offer," S1 said in a press release Wednesday. "The S1 Board of Directors intends to advise S1 stockholders of its position with regard to the exchange offer in due course, but no later than September 13, 2011."
S1 is planning to merge with Fundtech, of Jersey City, N.J. That deal was announced in June and S1's shareholders will vote on it on Sept. 22.
ACI has argued in filings with the Securities and Exchange Commission that the S1-Fundtech merger would provide "no premium or cash to S1 shareholders," whereas S1's board has argued that ACI's offer would face financing and regulator hurdles.
