NAPLES, Fla.--(BUSINESS WIRE)--
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.
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 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.
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 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 http://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, Inc.
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