Attached files
file | filename |
---|---|
8-K - FORM 8-K - S1 CORP /DE/ | w83865e8vk.htm |
Exhibit 99.1
S1 CORPORATION BOARD OF DIRECTORS REJECTS ACI PROPOSAL
NORCROSS, GA August 2, 2011 S1 Corporation (Nasdaq: SONE) announced today that its Board of
Directors, after thorough consideration and consultation with its legal and financial advisors, has
rejected ACI Worldwide, Inc.s (ACI) previously announced proposal to acquire S1. The Board
unanimously concluded that pursuing discussions with ACI at this time is not in the best financial
or strategic interests of S1 and its stockholders. In doing so, the Board affirmed its commitment
to S1s pending business combination with Fundtech.
The S1 Board gave careful consideration to each of the proposed terms and conditions of ACIs
proposal. In the end, the Board determined that ACIs proposal is not in the best interests of S1
and its stockholders. We believe that continuing to execute on our long-term business plan, which
includes the business combination with Fundtech, will best help us maximize stockholder value and
achieve our strategic goals, stated John W. Spiegel, Chairman of the Board of Directors of S1.
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 S1s 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 and Fundtech intend to file relevant
materials with the SEC and other governmental or regulatory authorities, including a proxy
statement and information statement, respectively. INVESTORS ARE URGED TO READ THESE 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 SECs website at http://www.sec.gov. In addition, investors may obtain free
copies of the documents filed with the SEC (i) by contacting S1s Investor Relations at (404)
923-3500 or by accessing S1s investor relations website at www.s1.com; or (ii) by contacting
Fundtechs Investor Relations at (201) 946-1100 or by accessing Fundtechs 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
S1s common stock beneficially owned by such persons is set forth in the proxy statement for S1s
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 Fundtechs 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 the proxy statement and information statement regarding the transaction with
Fundtech when they become 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:
S1 Corporation
Paul M. Parrish
Chief Financial Officer
404.923.3500
paul.parrish@s1.com
S1 Corporation
Paul M. Parrish
Chief Financial Officer
404.923.3500
paul.parrish@s1.com