Expands industry presence while providing significant growth
opportunity
NAPLES, Fla.--(BUSINESS WIRE)--
ACI
Worldwide (NASDAQ: ACIW), a leading international provider of
payment systems, and Official
Payments Holdings, Inc. (NASDAQ: OPAY), a leading provider of
electronic bill payment solutions, today announced that they have
entered into a definitive transaction agreement. Under the terms of the
agreement, ACI Worldwide will acquire Official Payments in an all cash
transaction for $8.35 per share. The boards of directors of both
companies have unanimously approved this transaction.
Norcross, GA-based Official Payments is a leading provider of electronic
bill payment solutions in the U.S., serving federal, state and local
governments, municipal utilities, higher education institutions and
charitable giving organizations. Official Payments currently has more
than 3,000 customers representing access to over 100 million end users.
The company processes approximately 20 million payments and over $9
billion in volume annually.
"Official Payments' proven team, loyal user base and vertical expertise
make it an ideal match for ACI. The acquisition will further extend
ACI's leadership in the fast-growing EBPP space, expanding our portfolio
across key sectors including federal, state and local governments,
municipal utilities, higher education institutions and charitable giving
organizations," said Philip Heasley, President and CEO, ACI Worldwide.
"The acquisition also reaffirms our customer model and supports our
corporate Universal Payments strategy of providing a complete set of
end-to-end payment services, all enabled by our Universal Payments
Platform."
"This acquisition marks the next step in the evolution of electronic
bill payments, an industry in which ACI Worldwide is at the forefront,"
said Alex Hart, CEO, Official Payments. "I'm excited about integrating
Official Payments into the broader ACI Universal Payments strategy and
portfolio. This provides the opportunity to develop new capabilities
previously unmet in the rapidly growing EBPP sector."
The transaction is expected to be accretive to full year earnings in
2014. Further details of the financial impact of this transaction will
be provided upon closing. An accompanying investor presentation can be
found on our website at http://www.aciworldwide.com/investorrelations.
Terms of the Transaction
ACI Worldwide and Official Payments have entered into a definitive
transaction agreement under which ACI Worldwide would acquire Official
Payments for $8.35 per share in cash in a transaction valued at an
enterprise value of approximately $109 million. ACI Worldwide will
commence a cash tender offer to purchase all outstanding shares of
common stock of Official Payments on or about October 4, 2013.
Upon the successful closing of the tender offer, stockholders of
Official Payments will receive $8.35 per share in cash for each share of
Official Payments 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,
Official Payments will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 that includes the recommendation of Official
Payments' board of directors that Official Payments' stockholders accept
the tender offer and tender their shares.
In addition, in connection with the execution and delivery of the merger
agreement, ACI Worldwide and Olympic Acquisition Corp. entered into a
separate agreement with a fund affiliated with Parthenon Capital
Partners ("Parthenon"), which owned 10.8% of all outstanding shares of
common stock of Official Payments as of May 6, 2013, based on the
Schedule 13D filed by Parthenon with the SEC on May 9, 2013. Under the
agreement, Parthenon agreed on the terms and subject to the conditions
set forth in the agreement, to tender shares beneficially owned by it in
the tender offer.
The tender offer will expire at 12:00 midnight New York City time,
twenty business days after the tender is commenced unless extended in
accordance with the transaction agreement and the applicable rules and
regulations of the SEC. The closing of the tender offer is subject to
customary terms and conditions, and is anticipated to close during the
fourth quarter of 2013.
Transaction documents will be available on the SEC's website at www.sec.gov.
Official Payments' stockholders are urged to read the documents filed by
ACI Worldwide, as well as materials filed by Official Payments relating
to the tender offer, which contain important information about the
transaction.
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 retailers
globally and 18 of the world's 20 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; 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.
About Official Payments Holdings, Inc.
Official Payments (NASDAQ: OPAY) (www.OPAY.OfficialPayments.com)
provides electronic payment solutions for over 3,000 clients across all
50 states, Puerto Rico and the District of Columbia. During the past
year, more than 12 million Customers and Constituents of our Clients
utilized our services. Official Payments' solutions enable government
agencies, educational institutions, utility companies, charitable
organizations, and other billers to seamlessly accept secure, convenient
payments by credit card, debit card and electronic check via mobile, web
(www.OfficialPayments.com),
telephone and point of sale.
Advisors
Official Payments' financial advisor in the transaction is William Blair
& Co. and its legal advisor is Kirkland & Ellis LLP. Jones Day provided
legal advice to ACI.
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 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 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
Official Payments 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 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.
Important Information
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 described in this communication has
not commenced. On the commencement date of the tender offer, a tender
offer statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, will be filed with the United
States Securities and Exchange Commission ("SEC"). The offer to purchase
shares of Official Payments common stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents
filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY
BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
The tender offer statement will be filed with the SEC by ACI Worldwide
and Olympic Acquisition Corp., a wholly owned subsidiary of ACI
Worldwide formed for the purpose of making the offer to purchase, and
the solicitation/recommendation statement will be filed with the SEC by
Official Payments on Schedule 14D-9. Investors and security holders may
obtain a free copy of these statements (when available) and other
documents filed with the SEC at the website maintained by the SEC at www.sec.gov.
© 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.
ACI Worldwide
John Kraft, 239-403-4627
Vice President,
Investor Relations & Strategic Analysis
john.kraft@aciworldwide.com
Source: ACI Worldwide
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