S1 Responds to ACI's Filing of Preliminary Proxy Materials
15 Agosto 2011 - 8:07PM
S1 Corporation (Nasdaq:SONE) today issued the following statement
in response to the filing of preliminary proxy materials by ACI
Worldwide, Inc. (Nasdaq:ACIW), to solicit votes in opposition of
S1's proposed combination with Fundtech Ltd. (Nasdaq:FNDT):
"The S1 Board of Directors urges S1's stockholders to disregard
ACI's voting recommendations and vote for all of the proposals
associated with the combination with Fundtech when they receive
S1's proxy solicitation material. S1's Board believes that the
combination with Fundtech will establish a strong platform to
accelerate revenue growth, increase earnings and generate
significant value for stockholders.
"On August 2, 2011, S1 announced that its Board of Directors had
rejected ACI's proposal to acquire S1 and had affirmed its
commitment to S1's pending business combination with
Fundtech. The S1 Board, in consultation with its financial and
legal advisors, gave careful consideration to each of the proposed
terms and conditions of ACI's proposal and determined that ACI's
proposal is not in the best interests of S1 and its
stockholders.
"S1 has set a Special Meeting of Stockholders for Thursday,
September 22, 2011 to consider and vote on proposals related to the
combination with Fundtech. S1 stockholders of record as of the
close of business on Thursday, August 18, 2011 will be entitled to
receive the notice of, and to vote at, the Special Meeting."
About S1 Corporation
Leading banks, credit unions, retailers, and processors need
technology that adapts to the complex and challenging needs of
their businesses. These organizations want solutions that can
respond quickly to changes in the marketplace and help grow their
businesses. For more than 20 years, S1 Corporation (Nasdaq:SONE)
has been a leader in developing software products that offer
flexibility and reliability. Over 3,000 organizations worldwide
depend on S1 for payments, online banking, mobile banking, voice
banking, branch banking and lending solutions that deliver a
competitive advantage. More information is available at
www.s1.com.
Forward Looking Statements
Certain statements in this press release may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, those regarding any transaction with
Fundtech or ACI Worldwide and other statements that are not
historical facts. These statements involve risks and uncertainties
including those detailed in S1's Annual Reports on Form 10-K and
other filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary
materially from those forecasted or expected. S1 disclaims any
intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction with Fundtech, S1
has filed with the Securities and Exchange Commission ("SEC") a
proxy statement and other relevant materials and Fundtech intends
to file relevant materials with the SEC and other governmental or
regulatory authorities, including an information statement.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT MATERIALS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
SUCH MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT S1, FUNDTECH AND THE
TRANSACTION. The proxy statement, information statement and certain
other relevant materials (when they become available) and any other
documents filed by S1 or Fundtech with the SEC may be obtained free
of charge at the SEC's website at http://www.sec.gov. In addition,
investors may obtain free copies of the documents filed with the
SEC (i) by contacting S1's Investor Relations at (404) 923-3500 or
by accessing S1's investor relations website at www.s1.com; or (ii)
by contacting Fundtech's Investor Relations at (201) 946-1100 or by
accessing Fundtech's investor relations website at
www.fundtech.com. Investors are urged to read the proxy statement
and information statement and the other relevant materials when
they become available before making any voting or investment
decision with respect to the transaction.
Participants in the Solicitation
S1, Fundtech and their respective executive officers and
directors may be deemed to be participating in the solicitation of
proxies in connection with the transaction between the companies.
Information about the executive officers and directors of S1 and
the number of shares of S1's common stock beneficially owned by
such persons is set forth in the proxy statement for S1's 2011
Annual Meeting of Stockholders which was filed with the SEC on
April 8, 2011. Information about the executive officers and
directors of Fundtech and the number of Fundtech's ordinary shares
beneficially owned by such persons is set forth in the annual
report on Form 20-F which was filed with the SEC on May 31, 2011.
Investors may obtain additional information regarding the direct
and indirect interests of S1, Fundtech and their respective
executive officers and directors in the transaction by reading S1's
proxy statement regarding the transaction with Fundtech filed with
the SEC on August 3, 2011 and Fundtech's information statement when
it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
CONTACT: Paul M. Parrish
Chief Financial Officer
404.923.3500
paul.parrish@s1.com
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