ACI Worldwide Announces Expiration of HSR Waiting Period for ACI's
Acquisition of Official Payments Holdings
NAPLES, Fla. -- October 18, 2013
ACI Worldwide (NASDAQ: ACIW) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the "HSR Act"),
applicable to its proposed acquisition of Official Payments Holdings, Inc.
(NASDAQ: OPAY), has expired.
As announced on September 23, 2013, ACI and Official Payments entered into a
definitive agreement contemplating the acquisition of Official Payments by ACI
pursuant to a tender offer to acquire all outstanding Official Payments common
shares at $8.35 per share, net to the seller in cash. The expiration of the
HSR Act waiting period satisfies one of the conditions of the tender offer.
The completion of the tender offer remains subject to other conditions as set
forth in the Tender Offer Statement on Schedule TO filed by ACI with the
Securities and Exchange Commission (the "SEC") on October 4, 2013, as amended
from time to time.
The tender offer will remain open for Official Payments shareholders to tender
their shares until 12:00 midnight, New York City time, on Friday, November 1,
2013, unless extended in accordance with the merger agreement and applicable
SEC rules. The offer to purchase and related documents have been filed with
the SEC and can be viewed online at www.sec.gov.
About ACI Worldwide
ACI Worldwide powers electronic payments and banking for more than 2,600
financial institutions, retailers, billers and processors around the world.
ACI software enables $13 trillion in payments each day, processing
transactions for more than 250 of the leading global retailers, and 18 of the
world’s 20 largest banks. Through our comprehensive 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; trade finance; and electronic bill presentment
and payment. To learn more about ACI, please visit www.aciworldwide.com. You
can also find us on Twitter @ACI_Worldwide.
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
Official Payments 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 merger 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 Official Payments and others
following the announcement of the merger 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 Official Payments' 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 Official Payments
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.
This communication is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer for the outstanding shares of
Official Payments common stock is being made only pursuant to a Tender Offer
Statement on Schedule TO containing an offer to purchase, forms of letters of
transmittal and other documents relating to the tender offer (the "Tender
Offer Statement"), which ACI filed with the SEC on October 4, 2013. On October
4, 2013, Official Payments filed with the SEC a Solicitation/Recommendation
Statement with respect to the tender offer (the "Recommendation Statement").
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE
AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. Both the Tender Offer Statement and the
Recommendation Statement have been mailed to shareholders of Official Payments
free of charge. Shareholders of Official Payments may also obtain free copies
of the Tender Offer Statement, the Recommendation Statement and other
documents filed by ACI and Official Payments on the SEC's website at
© 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.
John Kraft, 239-403-4627
Vice President, Investor Relations & Strategic Analysis
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