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S1's board urged shareholders Monday to vote in favor of the company's pending merger with Fundtech because it says the deal will propel the technology vendors ahead of their competitors. The board also urged shareholders once again to vote against an unsolicited acquisition bid from ACI Worldwide.
August 22 -
S1 and ACI Worldwide are each trying to win over shareholders in their ongoing merger feud. The Vendors on Monday tried to influence how S1's shareholders will vote for its pending merger with Fundtech.
August 15
ACI Worldwide Inc. tossed the ball back into S1 Corp.'s court on Thursday as the two companies continue to squabble over competing acquisition proposals.
ACI is increasing the cash portion of its unsolicited offer to buy S1 in light of recent stock market volatility. The New York payments technology vendor, which sells software to banks and retailers, raised the cash portion to $6.20 per share from its initial July 26 offer of $5.70 per share, the company said.
S1 investors, who are expected to vote on a separate deal S1 has to merge with competitor Fundtech Ltd. on Sept. 22, would still receive 0.1064 shares of ACI stock for every S1 share they own. Based on ACI's Wednesday closing price of $29, the entire proposal is worth about $9.29 per share from the initial price tag of $9.50 per share.
As an S1 shareholder "you would still get less than … you would have on July 26," says Gil Luria, a senior vice president with Wedbush Securities LLC in Los Angeles. "But considering the market's down 20% … that's on a relative basis a better offer."
ACI is committed to its bid for S1, Philip Heasley, the president and chief executive of ACI, said in a press release.
"Given the uncertain and volatile market conditions, we have enhanced the cash component of our proposal to provide additional certainty and value for S1 shareholders," Heasley said.
ACI and S1 each say their competing deals would result in a technology vendor with a larger geographic footprint and more opportunities to cross-sell software systems for cash-management, online banking and other activities to financial institutions.
S1, of Norcross, Ga., and Fundtech, of Jersey City, N.J., announced a deal in June to combine in a "merger of equals." ACI announced its unsolicited bid to buy S1 in July, arguing its offer would provide more value to S1 shareholders. S1 has consistently rebuffed ACI's advances, and on Monday urged investors to vote for its Fundtech deal and against ACI's proposal at next month's special stockholders meeting.
S1 argued that ACI's offer faced significant financing and regulatory hurdles, adding that S1 has grown in recent years by stealing market share from ACI.
ACI said in proxy materials filed on Thursday with the Securities and Exchange Commission that an S1-Fundtech merger would "result in a radical restructuring of S1's business, ownership and governance for no premium or cash to S1 shareholders."
A spokesman for S1 said the company did not have an immediate comment when contacted on Thursday. A spokeswoman for Fundtech declined to comment.
ACI's shares fell as much as 2.9%, to $28.15, Thursday morning. S1 rose 3.6%, to $9.20, and Fundtech's shares fell 4.6%, to $15.73.
"All the S1 shareholders are now sitting there and thinking long and hard about what they prefer and we'll hopefully know on Sept. 22," Luria says.
