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.
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