UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
ONLINE RESOURCES CORPORATION
(Name of Subject Company)
ACI WORLDWIDE, INC.
OCELOT ACQUISITION CORP.
(Names of Filing Persons — Offeror)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
68273G101
(Cusip Number of Class of Securities)
Dennis P. Byrnes, Esq.
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
ACI Worldwide, Inc.
6060 Coventry Drive
Elkhorn, Nebraska 68022
(402) 778-2183
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Robert A. Profusek, Esq.
Jones Day
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $136,680,278.35 | $18,644 | |
| * | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $3.85 cash per share all shares of common stock of the subject company, which represents (1) 32,949,685 outstanding shares of common stock of the subject company, other than those shares held by Online Resources Corporation, ACI Worldwide, Inc. and Ocelot Acquisition Corp. and their wholly owned subsidiaries, (2) 937,872 shares of common stock of the subject company issuable by the subject company upon the exercise of outstanding stock options pursuant to the subject company’s stock option plans and (3) 1,613,814 shares of common stock subject to issued and outstanding restricted share unit awards pursuant to the subject company’s stock option plans. The foregoing share figures have been provided by the subject company to the offerors and are as of February 5, 2013, the most recent practicable date before filing. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for the fiscal year 2013, issued August 31, 2012, by multiplying the transaction valuation by 0.0001364. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $18,644. | Filing Party: ACI Worldwide, Inc. and Ocelot Acquisition Corp. | |
| Form or Registration No.: Schedule TO. | Date Filed: February 8, 2013. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. x
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on February 8, 2013, as amended, and is filed by (i) Ocelot Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of ACI Worldwide, Inc., a Delaware corporation (“ACI”), and (ii) ACI. The Schedule TO relates to the offer by Purchaser and ACI to purchase all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Online Resources Corporation, a Delaware corporation (“ORCC”), at $3.85 per Share in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 7, 2013 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements, collectively constitute the “Offer”). The Offer is made pursuant to the Transaction Agreement, dated January 30, 2013, among ACI, Purchaser and ORCC.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
Items 1-11.
Items 1-11 of the Schedule TO are hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Friday, March 8, 2013. Based on information provided by the Depositary, 28,588,101 Shares were validly tendered and not withdrawn in the Offer (excluding 607,135 Shares that were tendered pursuant to guaranteed delivery procedures), representing approximately 82.8% of the outstanding Shares. Purchaser accepted for payment all Shares validly tendered in the Offer in accordance with the terms of the Offer and will promptly pay for such Shares.
Purchaser exercised its Top-Up Option pursuant to the terms of the Transaction Agreement to acquire 24,925,134 newly issued Shares at a purchase price per Share equal to the Offer Price.
As the final step of the acquisition process and in accordance with the Transaction Agreement and Delaware’s “short-form” merger statute, ACI completed the acquisition of ORCC by means of a merger of Purchaser with and into ORCC, with ORCC continuing as the surviving corporation and as a wholly owned subsidiary of ACI. At the effective time of the Merger, 8:34 a.m., New York City time, on March 11, 2013, each Share outstanding (other than Shares owned by ORCC, ACI, Purchaser, or any wholly owned subsidiary of ORCC, ACI or Purchaser, or held by shareholders who properly demand and perfect appraisal rights under Delaware law) was converted into the right to receive $3.85, in cash, without interest and less any required withholding taxes. Following the Merger, all Shares were delisted and ceased to trade on the NASDAQ.
On March 11, 2013, ACI issued a press release announcing the results and expiration of the Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(K), and the information set forth in the press release is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. |
Description | |
| **(a)(5)(K) | Press Release, dated March 11, 2013. | |
| ** | Filed herewith. |
- 2 -
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 11, 2013
| ACI WORLDWIDE, INC. | ||
| By: | /s/ Dennis P. Byrnes | |
| Name: | Dennis P. Byrnes | |
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | |
| OCELOT ACQUISITION CORP. | ||
| By: | /s/ Dennis P. Byrnes | |
| Name: | Dennis P. Byrnes | |
| Title: | President | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| *(a)(1)(A) | Offer to Purchase dated February 7, 2013. | |
| *(a)(1)(B) | Form of Letter of Transmittal (including Internal Revenue Service Form W-9). | |
| *(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
| *(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| *(a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| *(a)(1)(F) | Form of Summary Advertisement published in The Wall Street Journal on February 8, 2013. | |
| * (a)(5)(A) | Press Release, dated January 31, 2013 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (a)(5)(B) | Investor Presentation Materials, dated January 31, 2013 (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (a)(5)(C) | Transcript of Investor Presentation Call, held on January 31, 2013 (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| *(a)(5)(D) | Complaint filed on February 6, 2013 in Court of Chancery of the State of Delaware, captioned James J. Scerra v. Joseph L. Cowan, et al. (Case No. 8280) (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 8, 2013). | |
| *(a)(5)(E) | Amended Complaint filed on February 14, 2013 in Court of Chancery of the State of Delaware, captioned James J. Scerra v. Joseph L. Cowan, et al. (Case No. 8280-VCN) (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 19, 2013). | |
| *(a)(5)(F) | Complaint filed on February 13, 2013 in Court of Chancery of the State of Delaware, captioned Ilya Pichkhadze v. Joseph L. Cowan, et al. (Case No. 8311) (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 19, 2013). | |
| *(a)(5)(G) | Complaint filed on February 13, 2013 in Court of Chancery of the State of Delaware, captioned James Saxton v. Online Resources Corporation, et al. (Case No. 8312) (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 19, 2013). | |
| *(a)(5)(H) | Press Release, dated February 19, 2013 (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 19, 2013). | |
| *(a)(5)(I) | Verified Complaint filed on February 13, 2013 in Court of Chancery of the State of Delaware, captioned Ilya Pichkhadze v. Joseph L. Cowan, et al. (Case No. 8311) (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 26, 2013). | |
| *(a)(5)(J) | Memorandum of Understanding, dated February 25, 2013 (incorporated by reference to the Schedule TO filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 26, 2013). | |
| **(a)(5)(K) | Press Release, dated March 11, 2013. | |
| Exhibit |
Description | |
| * (b)(1) | Commitment Letter, dated January 30, 2013, by and among ACI Worldwide, Inc. and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| *(b)(2) | Amended and Restated Commitment Letter, dated February 6, 2013, by and among ACI Worldwide, Inc. and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC. | |
| * (d)(1) | Transaction Agreement, dated January 30, 2013, by and among ACI Worldwide, Inc., Ocelot Acquisition Corp. and Online Resources Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (d)(2) | Shareholder Agreement, dated January 30, 2013, by and among ACI Worldwide, Inc., Ocelot Acquisition Corp. and Special Value Opportunities Fund, LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (d)(3) | Shareholder Agreement, dated January 30, 2013, by and among ACI Worldwide, Inc., Ocelot Acquisition Corp. and Special Value Expansion Fund, LLC (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (d)(4) | Shareholder Agreement, dated January 30, 2013, by and among ACI Worldwide, Inc., Ocelot Acquisition Corp. and Joseph L. Cowan (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on January 31, 2013). | |
| * (d)(5) | Shareholder Agreement, dated January 30, 2013, by and among ACI Worldwide, Inc., Ocelot Acquisition Corp. and Tennenbaum Opportunities Partners V, LP (incorporated by reference to Exhibit 3 to the Schedule 13D filed by ACI Worldwide, Inc. with the Securities and Exchange Commission on February 4, 2013). | |
| * | Previously filed. |
| ** | Filed herewith. |
Exhibit (a)(5)(K)
ACI Worldwide Completes Acquisition of Online Resources Corporation
Adds strategic bill pay capabilities, broadens online banking portfolio
Naples, FLA - March 11, 2013 - ACI Worldwide (NASDAQ: ACIW), a leading international provider of payment systems, announced today it has completed the acquisition of Online Resources Corporation (NASDAQ: ORCC), a leading provider of online banking and full service bill pay solutions. The acquisition adds Electronic Bill Presentment and Payment (EBPP) solutions as a strategic part of ACI’s Universal Payments portfolio. It also strengthens ACI’s online banking capabilities with complementary technology, and expands the company’s leadership in serving community banking and credit union customers.
Under the terms of the agreement, ACI acquired Online Resources in an all cash transaction for $3.85 per share. ACI will update investors on the financial implications of the acquisition on our upcoming Q1 conference call.
“Driven by the increase in electronic transactions from online and mobile banking, bill pay is becoming a major pivot point and area of strategic investment for our customers,” said Philip Heasley, president and CEO of ACI Worldwide. “With the addition of Online Resources’ capabilities, customers can rely on ACI as an end-to-end, integrated provider addressing the full range of payment needs including: wholesale and retail payments, payments fraud, online banking, merchant retail and now bill pay.”
“In addition, the acquisition will expand ACI’s best-in-class online banking capabilities to offer a suite of solutions supporting banks and credit unions of all sizes,” continued Heasley. “We are delighted to welcome Online Resources’ talented employees into the ACI family to help seize these opportunities and advance the best solutions to customers going forward.”
Commitment to Customers
ACI also announced that consistent with ACI’s long-standing lifecycle management policy, the company is committed to maintaining multi-year roadmaps and contractual commitments to Online Resources’ customers. Online Resources’ customers will benefit from ACI’s size and scale to support current and future initiatives. ACI invests 18 percent of revenues in R&D, significantly ahead of others in the industry. The company also provides a world-class hosting environment, as well as global 24x7x365 support.
Completion of Tender Offer
ACI successfully completed its tender offer for common stock of Online Resources, which expired at 12:00 midnight, New York City time, at the end of Friday, March 8, 2013.
Based on information from American Stock Transfer & Trust Company, LLC, the depositary for the offer, as of the expiration of the tender offer, approximately 28,588,101 shares (which excludes 607,135 that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 82.8% of Online Resources’ issued and outstanding shares. All validly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.
After exercise of a top-up option granted by Online Resources, ACI completed its acquisition of the remaining shares of Online Resources through a short-form merger. In the short-form merger, the remaining Online Resources shares (other than those held by ACI, Online Resources or any wholly-owned subsidiary of ACI or Online Resources, and any shareholders who validly exercise their appraisal rights in connection with the merger) were converted into the right to receive $3.85 per share in cash, subject to applicable withholding taxes.
About ACI Worldwide
ACI Worldwide powers electronic payments and banking for more than 1,750 financial institutions, retailers 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 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, and trade finance. To learn more about ACI and the reasons why our solutions are trusted globally, please visit www.aciworldwide.com or 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 Online Resources 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, those described in ACI’s and Online Resources’ 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 Online Resources 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.
© Copyright ACI Worldwide, Inc. 2013.
ACI, ACI Payment Systems, the ACI logo and all ACI 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.
Product roadmaps are for informational purposes only and may not be incorporated into a contract or agreement. The development release and timing of future product releases remains at ACI’s sole discretion. ACI is providing the following information in accordance with ACI’s standard product communication policies. Any resulting features, functionality, and enhancements or timing of release of such features, functionality, and enhancements are at the sole discretion of ACI and may be modified without notice. All product roadmap or other similar information does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making a purchasing decision.
Contacts:
John Kraft, Vice President, Investor Relations & Strategic Analysis
ACI Worldwide
239-403-4627
john.kraft@aciworldwide.com
Shirley Macbeth, Corporate Communications
ACI Worldwide
781-370-3687
Shirley.macbeth@aciworldwide.com