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Filed by ACI Worldwide, Inc. |
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pursuant to Rule 425 under the |
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Securities Act of 1933 |
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and deemed filed pursuant to Rule |
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14a-12 under the |
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Securities Exchange Act of 1934 |
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Subject Company: S1 Corporation |
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Commission File No.: 000-24931 |
ACI Partner Letter
NAME HERE
COMPANY HERE
Dear [Name],
As an important strategic partner to ACI, I am writing to share some news with you about our
company. Earlier today, ACI announced a proposal to acquire S1 Corporation. A copy of the press
release we issued this morning, which includes the letter we sent to the S1 Board of Directors,
will be posted to our website at www.aciworldwide.com/investorrelations.
Over the past year, we have executed on our historical business plan and significantly outperformed
our peer group. Today we raised our 2011 guidance and are firmly committed to achieving our
five-year strategy. We will continue to invest in ACIs strategic products and remain fully
committed to our current product roadmap to deliver business agility without compromising our
customers trust. As we always have, we believe alignment of our respective roadmaps is a key
driver to success.
That said ACI regularly considers ways to advance our strategic and financial position. We believe
a combination with S1, a provider of software for payments, online banking and branch banking,
would provide ACI with the enhanced scale and financial strength to compete more profitably in the
global
marketplace. Together, ACI and S1 would provide a rich set of capabilities and a broad portfolio
of products to customers across the entire electronic payments spectrum.
To be clear, we have not yet reached an agreement to acquire S1. S1 currently has an agreement in
place to merge with Fundtech, but we believe ACIs proposal is superior to S1s merger with
Fundtech. We expect S1s Board to recognize the considerable financial and strategic benefits this
proposal represents, and we are ready and willing to promptly engage with S1.
Importantly, todays announcement should have no effect on how we conduct business with you, and it
is business as usual for all of us at ACI. We remain as focused as ever on continually improving
the products and service our mutual customers have come to trust and expect ACI to deliver.
If you have any questions, please do not hesitate to reach out to [me / your regular ACI contact].
We thank you for your continued relationship, and look forward to keeping you informed throughout
this process, as appropriate.
Sincerely,
Phil Heasley
Chief Executive Officer
Forward-Looking Statements
This communication contains forward-looking statements based on current expectations that involve a
number of risks and uncertainties. All opinions, forecasts, projections, future plans or other
statements other than statements of historical fact, are forward-looking statements and include
words or phrases such as believes, will, expects, would and words and phrases of similar
impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
We can give no assurance that such expectations will prove to have been correct. Actual results
could differ materially as a result of a variety of risks and uncertainties, many of which are
outside of the control of management. These risks and uncertainties include, but are not limited
to the following: (1) that a transaction with S1 may not be completed on a timely basis or on
favorable terms, (2) negative effects on our business or S1s business resulting from the pendency
of the merger, (3) that we may not achieve the synergies and other expected benefits within the
expected time or in the amounts we anticipate, (4) that we may not be able to promptly and
effectively integrate the merged businesses after closing and (5) that the committed financing may
not be available. Other factors that could materially affect our business and actual results of
operations are discussed in our most recent 10-Ks as well as other filings with the SEC available
at the Securities and Exchange Commission (SEC) website at www.sec.gov. Forward-looking
statements speak only as of the date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future events or otherwise.
Available Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. After any merger agreement is finalized with
S1 or an exchange offer is commenced, ACI will file with the SEC a registration statement on Form
S-4 containing a prospectus and other documents with respect to the proposed acquisition of S1 and
would then mail a prospectus to S1 shareholders. INVESTORS AND SECURITY HOLDERS OF S1 AND ACI ARE
URGED TO READ THE APPLICABLE PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders will be able to obtain free copies of the registration statements
and prospectuses (when available) and other documents filed with the SEC by ACI through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ACI
will be available free of charge on ACIs internet website at www.aciworldwide.com or by contacting
ACIs Investor Relations Department at 646-348-6706.