ACI Worldwide to Strengthen Leadership in Online Banking and Payments with Acquisition of Online Resources

  ACI Worldwide to Strengthen Leadership in Online Banking and Payments with
  Acquisition of Online Resources

   Adds new payment and presentment solutions while enhancing commitment to
                                online banking

Business Wire

NAPLES, Fla. -- January 30, 2013

ACI Worldwide (NASDAQ: ACIW), a leading international provider of payment
systems, and Online Resources (NASDAQ: ORCC), a leading provider of online
banking and full-service bill pay solutions, today announced that they have
entered into a definitive transaction agreement. Under the terms of the
agreement, ACI Worldwide will acquire Online Resources in an all cash
transaction for $3.85 per share. The boards of directors of both companies
have approved the transaction. ACI Worldwide will hold a conference call on
January 31, 2013, at 8:30 a.m. EST to discuss this information. Interested
persons may access a real-time audio broadcast of the teleconference at
http://www.aciworldwide.com/investorrelations or use the following numbers for
dial-in participation: US/Canada: (866) 914-7436, International/Local: +1
(817) 385-9117. Please provide your name, the conference name ACI Worldwide
and conference code 95383321. There will be a replay available for two weeks
on (855) 859-2056 for US/Canada dial-in and +1 (404) 537- 3406 for
International/Local dial-in participants.

The integration of ACI Worldwide and Online Resources will make available to
financial institutions the preeminent online and mobile banking, bill payment
and presentment solutions. ACI Worldwide is recognized as the leader in the
U.S. Large Bank Market for 2012 and a Company to Watch in 2013 by Aite Group.
The addition of Online Resources’ payment and presentment capabilities will
benefit customers by giving them the choice and flexibility to address a
broader set of needs from a single integrated source.

The acquisition would also broaden ACI Worldwide’s customer base with the
addition of 1,000 banks, credit unions, billers, credit card issuers, and
other credit and payment service providers.

“Built on our heritage of producing highly reliable and trusted solutions, ACI
Worldwide’s mission is to deliver universal payment solutions that provide
control, choice and flexibility to our customers while maintaining their peace
of mind,” said Philip Heasley, President and CEO of ACI Worldwide. “Online
Resources’ robust product set and talented employee base of online banking and
payment experts is well-aligned with this focus and our desire to lead in a
category undergoing accelerating change.”

“I believe the combination of the two companies will allow the Online
Resources product suite to now achieve its full potential in the Banking and
Biller Markets, provide even better services and functionality for our clients
and customers, and create additional opportunity for our dedicated and
hardworking employees,” said Joe L. Cowan, President and Chief Executive
Officer of Online Resources.

Online Resources is a leading provider of hosted online banking and bill
payment solutions, providing its services to over 1,000 financial institutions
and billers. The company processes over 245 million bill payment transactions
annually. Backed by its proprietary payments engine, Online Resources’ bill
payment solutions connect over 9,000 billers.

The acquisition strengthens ACI Worldwide’s leadership in the online channel
with the addition of complementary online banking and full-service bill
payment solutions for financial institutions and billers. The pro forma
financial implications of the transaction are compelling. ACI Worldwide
anticipates that with Online Resources it will achieve annual cost synergies
of approximately $19.5 million. The transaction is expected to be accretive to
full year non-GAAP earnings in 2013.

For the last twelve months ending September 30, 2012, the companies combined
generated pro forma revenue of approximately $860 million and adjusted EBITDA
of $182 million. The acquisition is being financed with a new $300 million
Incremental Term Loan. ACI Worldwide has received fully committed financing
for the transaction from Wells Fargo Bank, N.A.

Terms of the Transaction

ACI Worldwide and Online Resources have entered into a definitive transaction
agreement under which ACI Worldwide would acquire Online Resources for $3.85
per share in cash in a transaction valued at an enterprise value of
approximately $263 million, which includes the redemption of Online Resources’
preferred stock. ACI Worldwide will commence a cash tender offer to purchase
all outstanding shares of common stock of Online Resources no later than
February 15, 2013.

Upon the successful closing of the tender offer, stockholders of Online
Resources will receive $3.85 per share in cash for each share of Online
Resources common stock validly tendered and not validly withdrawn in the
offer, without interest and less any applicable withholding taxes. ACI
Worldwide will file with the U.S. Securities and Exchange Commission (SEC) a
tender offer statement on Schedule TO which sets forth in detail the terms of
the tender offer. Additionally, Online Resources will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that includes the
recommendation of Online Resources’ board of directors that Online Resources
stockholders accept the tender offer and tender their shares.

The tender offer will expire at 12:00 midnight New York City time, twenty
business days after the tender is launched unless extended in accordance with
the transaction agreement and the applicable rules and regulations of the SEC.

Offering materials will be available on the SEC’s website at www.sec.gov.
Online Resources stockholders are urged to read the offering materials filed
by ACI Worldwide, as well as materials filed by Online Resources relating to
the tender offer, which contain important information about the tender offer.

Timing

The closing of the tender offer is subject to customary terms and conditions,
and is anticipated to close at the end of first quarter of 2013.

Advisors

Wells Fargo Securities is serving as financial advisor to ACI Worldwide, and
Jones Day is serving as its legal advisor. Raymond James & Associates Inc. is
serving as financial advisor to Online Resources, SunTrust Robinson Humphrey,
Inc. provided certain financial advice to the Special Committee of the Board
of Directors, and Morris, Manning & Martin, LLP is serving as its legal
advisor.

About ACI Worldwide

ACI Worldwide (NASDAQ: ACIW) powers electronic payments and banking for more
than 1,650 financial institutions, retailers and processors around the world.
ACI Worldwide software enables $12 trillion in payments each day, processing
transactions for 14 of the leading global retailers, and 24 of the world’s 25
largest banks. Through our integrated suite of software products and hosted
services, we deliver a broad range of solutions for payments processing, card
and merchant management, online banking, mobile, branch and voice banking,
fraud detection, and trade finance. To learn more about ACI Worldwide and the
reasons why our solutions are trusted globally, please visit
www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on
Twitter @ACI_Worldwide.

About Online Resources

Online Resources (NASDAQ: ORCC) powers financial interactions between millions
of consumers and the company's financial institution and biller clients.
Backed by its proprietary payments gateway that links banks directly with
billers, Online Resources provides web and phone-based financial services,
electronic payments and marketing services to drive consumer adoption. Founded
in 1989, Online Resources is the largest financial technology provider
dedicated to the online channel. For more information, visit www.orcc.com.

Forward-Looking Statements

This press release contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. All statements,
other than statements of historical fact, are statements that could be deemed
forward-looking statements, including statements about the planned completion
of the tender offer and the merger. No forward-looking statement can be
guaranteed and actual results may differ materially from those that ACI and
Online Resources project. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any
forward-looking statement, many of which are outside of the control of
management. These factors include, but are not limited to: (1) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the transaction agreement; (2) successful completion of the
proposed transaction on a timely basis; (3) the impact of regulatory reviews
on the proposed transaction; (4) the outcome of any legal proceedings that may
be instituted against one or both of ACI and Online Resources and others
following the announcement of the definitive transaction agreement; (5) risks
that the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the transaction;
and (6) other factors described in ACI's and Online Resources’ filings with
the SEC, including their respective reports on Forms 10-K, 10-Q, and 8-K.
Except to the extent required by applicable law, neither ACI nor Online
Resources undertakes any obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as a
result of new information, future results or otherwise.

© Copyright ACI Worldwide, Inc. 2013.

ACI Worldwide, ACI Worldwide Payment Systems, the ACI Worldwide logo and all
ACI Worldwide product names are trademarks or registered trademarks of ACI
Worldwide, Inc., or one of its subsidiaries, in the United States, other
countries or both. Other parties’ trademarks referenced are the property of
their respective owners.

Product roadmaps are for informational purposes only and may not be
incorporated into a contract or agreement. The development release and timing
of future product releases remains at ACI Worldwide sole discretion. ACI
Worldwide is providing the following information in accordance with ACI
Worldwide’s standard product communication policies. Any resulting features,
functionality, and enhancements or timing of release of such features,
functionality, and enhancements are at the sole discretion of ACI Worldwide
and may be modified without notice. All product roadmap or other similar
information does not represent a commitment to deliver any material, code, or
functionality, and should not be relied upon in making a purchasing decision.

Contact:

ACI Worldwide
John Kraft, 239-403-4627
Vice President, Investor Relations & Strategic Analysis
john.kraft@aciworldwide.com
or
Online Resources
Billy Newman, 703-653-2223
Vice President, Finance
wnewman@orcc.com
 
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