New York-based payment systems provider ACI Worldwide today announced that it will bring its offer to acquire all of the outstanding shares of Atlanta-based S1 Corporation directly to S1 shareholders. ACI says that it is commencing a prospectus to exchange $6.20 in cash and 0.1064 in ACI shares for each share of S1. The complete terms of the offer will be laid out on the Form S-4 that ACI says it expects to file today with the Securities and Exchange Commission.
Last week, ACI began to step up its efforts to acquire S1 by increasing the cash portion of it's offer by 50 cents a share. The company also filed proxy materials urging shareholders to vote against a proposed merger with Jersey City, N.J.-based Fundtech during a shareholder meeting scheduled for Sept. 22.
After ACI increased its offer last week, S1 issued a statement saying that its board of directors would review the terms of the revised proposal and then decide which option is in the best interest of S1 shareholders. With this latest move to commence an exchange offer, ACI appears to be bypassing S1's board of directors.
"While it remains our strong preference to enter into a negotiated transaction with S1, we believe taking our premium cash and stock offer directly to S1’s shareholders is the best way to advance this compelling combination," said Philip G. Heasley, president and CEO of ACI, in a statement announcing the exchange offer.
Both S1 and Fundtech have yet to comment on these latest developments.