NAPLES, Fla.--(BUSINESS WIRE)--
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 further extended.
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.
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
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