CORRECTING and REPLACING Faruqi & Faruqi LLP Announces Settlement Hearing in S1 Corporation Shareholders Litigation to Be Held on June 4, 2013 at 10:00 a.m. CORRECTION...by McGladrey LLP Business Wire PHILADELPHIA -- April 11, 2013 Headline of release dated April 10, 2013 should read:Faruqi & Faruqi LLP Announces Settlement Hearing in S1 Corporation Shareholders Litigation to Be Held on June 4, 2013 at 10:00 a.m.(sted McGladrey LLP Announces Settlement Hearing in S1 Corporation Shareholders Litigation to Be Held on June 4, 2013 at 10:00 a.m.). The contact information on the release should read: Faruqi & Faruqi LLP, Juan Monteverde, 212-983-9330, firstname.lastname@example.org (sted McGladrey LLP, Frank Barkan, 215-641-8600, Frank.Barkan@mcgladrey.com). The source of the release should read:Faruqi & Faruqi LLP (sted McGladrey LLP). The corrected release reads: FARUQI & FARUQI LLP ANNOUNCES SETTLEMENT HEARING IN S1 CORPORATION SHAREHOLDERS LITIGATION TO BE HELD ON JUNE 4, 2013 AT 10:00 A.M. The Court of Chancery in the State of Delaware has issued the following Order: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE S1 CORPORATION ) CONSOLIDATED SHAREHOLDERS LITIGATION ) C.A. No. 6771-VCP SUMMARY NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT OF SHAREHOLDER LITIGATION ALL PERSONS AND ENTITIES WHO HELD SHARES OF COMMON STOCK OF S1 CORPORATION (“S1” OR THE “COMPANY”), EITHER OF RECORD OR BENEFICIALLY, TO: AT ANY POINT BETWEEN AND INCLUDING JUNE 27, 2011 AND FEBRUARY 13, 2012, AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS (THE “CLASS”). YOU ARE HEREBY NOTIFIED that the parties in the above-captioned class action lawsuit (the “Action”) have entered into a proposed settlement of the Action (the “Settlement”). PLEASE BE FURTHER ADVISED that pursuant to an Order of the Court of Chancery of the State of Delaware, dated March 22, 2013, a hearing (the “Settlement Hearing”) will be held on June 4, 2013, at 10:00 a.m., in the Court of Chancery of the State of Delaware, New Castle County Courthouse, 500 North King Street, Wilmington, DE 19801. The purpose of the Settlement Hearing is: (a) to determine whether the Court should approve the proposed Settlement as fair, reasonable, adequate, and in the best interests of the Class; (b) to determine whether the Court should finally certify the Action pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (c) to determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the interests of the Class in the Action; (d) to determine whether the Court should enter a Final Order and Judgment, dismissing with prejudice the claims asserted in the Action and releasing the claims against defendants; (e) to consider the application of Plaintiffs’ Counsel for an award of attorneys’ fees and expenses to be paid by S1, its insurers or its successors; (f) to hear and determine any objections to the proposed Settlement or the application of Plaintiffs’ Counsel for an award of attorneys’ fees and expenses; and (g) to consider other matters as the Court may deem appropriate. The Action and Settlement address claims alleging that S1 and members of its Board of Directors breached their fiduciary duties in connection with (i) S1 entering into a definitive transaction agreement with ACI Worldwide, Inc. (“ACI”), pursuant to which S1 would merge with a wholly-owned subsidiary of ACI (the “ACI Transaction”); (ii) a prior definitive merger agreement with Fundtech Ltd. (“Fundtech”), dated June 26, 2011, pursuant to which S1 would have merged with Fundtech (the “Fundtech Transaction”); and (iii) certain of the Company’s public disclosures regarding these transactions. Each of the defendants has denied and continues to deny all allegations of wrongdoing and denies liability on the claims asserted in the Action. In consideration for the full and final settlement and dismissal with prejudice of the Action and the release of any and all of plaintiffs’ claims, defendants agreed to and did make Supplemental Disclosures in an amended Schedule 14D-9, filed on October 25, 2011, as demanded by plaintiffs in connection with their prosecution of the Action. Plaintiffs and Plaintiffs’ Counsel intend to petition the Court for an award of fees and expenses in an amount not to exceed $440,000.00 in fees and expenses in connection with the Settlement of the Action. Defendants have agreed not to oppose the petition for an award of fees and expenses, provided that it does not seek an amount in excess of $440,000.00. If the Settlement is approved, the Action will be dismissed with prejudice and the defendants will be released by plaintiffs from all claims that were or could have been alleged in the Action or which arise out of or relate to the Fundtech Transaction, the ACI Transaction, any of the transactions contemplated thereby or any public disclosures, statements or filings made in connection with any of the foregoing; however, such release will exclude any claims (i) to enforce the Settlement; (ii) for appraisal in connection with the ACI Transaction under 8 Del. C. § 262; or (iii) alleging violations of applicable state and/or federal securities laws relating to the material accuracy and truthfulness of ACI’s public disclosures related to the ACI Transaction. ANY INVESTOR WHO OWNED S1 COMMON STOCK AT ANY POINT BETWEEN AND INCLUDING JUNE 27, 2011 AND FEBRUARY 13, 2012, AND WHO WISHES TO CONTEST EITHER THE SETTLEMENT OR THE APPLICATION FOR FEES AND EXPENSES BY PLAINTIFFS’ COUNSEL, MAY DO SO BY FOLLOWING THE PROCEDURE SET FORTH IN SECTION IX OF THE AMENDED NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT OF SHAREHOLDER LITIGATION (THE “AMENDED NOTICE”). Copies of the Amended Notice, as well as the Amended Stipulation and Agreement of Compromise and Settlement, are available upon request directed to: S1 Corporation Litigation, c/o Settlement Administrator, P.O. Box 1607, Blue Bell, PA 19422. PLEASE DO NOT CONTACT THE COURT. Dated: April 10, 2013 Contact: Faruqi & Faruqi LLP Juan Monteverde, 212-983-9330 email@example.com
CORRECTING and REPLACING Faruqi & Faruqi LLP Announces Settlement Hearing in S1 Corporation Shareholders Litigation to Be Held
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