ACI Worldwide Announces Extension of the Tender Offer to Acquire Official
Payments and Settlement with Putative Class Action Plaintiffs
NAPLES, Fla. -- October 28, 2013
ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider of
payment systems, announced today that it has extended its tender offer for all
of the outstanding shares of common stock of Official Payments Holdings, Inc.
(NASDAQ: OPAY), a leading provider of electronic bill payment solutions, until
12:00 midnight, New York City time, on Monday, November 4, 2013, unless
ACI and Official Payments also announced today that they have entered into a
Memorandum of Understanding on behalf of themselves and the other defendants
outlining the terms of the parties’ agreement in principle to settle the
actions pending in the Delaware Court of Chancery captioned Williams v.
Official Payment Holdings, et al., Case No. 8970, and in the Superior Court of
Gwinnett County of the State of Georgia captioned Giacherio v. Official
Payment Holdings, et al., Case No. 13-A-08794-8. The terms of the proposed
settlement are subject to approval of the Delaware Court of Chancery and
dismissal of the action pending in the Superior Court of Gwinnett County of
the State of Georgia. ACI and Official Payments and the other defendants
entered into the Memorandum of Understanding solely to avoid the costs, risks
and uncertainties inherent in litigation, and the Memorandum of Understanding
contains no admission of liability or wrongdoing. Official Payments filed
today with the SEC an amendment to its Solicitation/Recommendation Statement
on Schedule 14D-9 that sets forth revised disclosures agreed to pursuant to
the Memorandum of Understanding.
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 completion of the
offer remains subject to the 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.
Except for the extension of the offer expiration time, all other terms and
conditions of the offer remain unchanged as of October 28, 2013. The offer to
purchase and related documents have been filed with the SEC and can be viewed
online at www.sec.gov.
Based on information from Computershare Trust Company, N.A., the depositary
for the offer, as of October 25, 2013, 1,900,463 shares of Official Payments
common stock had been validly tendered in, and not withdrawn from, the offer,
representing approximately 9.86% of the outstanding Official Payments common
stock on a fully diluted basis.
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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