August 25, 2011

New York-based payment systems provider ACI Worldwide announced today that it has increased its offer to acquire Atlanta-based S1 Corporation. The new offer is a combined cash and stock proposal of $6.20 per share plus 0.1064 ACI shares, up from the original offer that ACI made on July 26, which was $5.70 per share plus 0.1064 ACI shares.

"ACI is committed to taking the necessary actions to complete our proposed acquisition of S1, and we believe today’s action is the next step forward in this process," said Philip G. Heasley, President and Chief Executive Officer of ACI, in a release announcing the new offer. "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."

This announcement comes only a few days after S1 announced the mailing of the proxy materials for its Sept. 22 meeting, during which stockholders will vote on the proposed merger with Jersey City, N.J.-based Fundtech. The materials include a letter to S1 that outlines the benefits to a merger with Fundtech and states that the S1 board unanimously rejects ACI's previous proposal.

ACI says that it has also filed proxy materials related to the Sept. 22 meeting, including a letter to S1 stockholders urging them to vote against the merger with Fundtech. "S1 is asking you to dilute your shares in order to 'acquire' Fundtech in a transaction that we believe is inferior to ACI Worldwide’s proposal," states the letter. "At the same time, S1 is denying you the opportunity to realize a premium value for your investment through ACI’s proposal to acquire S1 in exchange for cash and stock, which we believe to be superior to the Fundtech transaction."

At the time of this writing, both Fundtech and S1 decline to comment on the ACI offer.

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