NORCROSS, Ga. – S1 Corp. on Tuesday urged stockholders not to tender their shares to ACI Worldwide, which is bidding to acquire the provider of back-office services to credit unions, and instead wait for completion of S1’s merger with Israel’s Fundtech Ltd.
In a letter to shareholders, S1 said its board has numerous concerns about the ACI offer, including the fact the offer is subject to several conditions that could prevent its completion.
S1 said ACI must obtain financing for its $10-a-share, $568 million offer; the offer is not expected to be tax free, as is S1’s merger with Fundtech; and ACI’s merger proposal did not offer an “appropriate measure of assurance” as to antitrust matters.
In July and August 2011, ACI made unsolicited public proposals to acquire S1. S1’s board rejected the first proposal. Following receipt of the second unsolicited proposal on Aug. 25, S1 announced its board of directors would review that revised proposal, and would consider such options or alternatives it believed to be in S1’s stockholders’ best interests.
Under the Fundtech proposal, S1 would merge with Fundtech and be the surviving entity.
