ACI Worldwide Announces Early Termination of HSR Waiting Period for ACI’s Acquisition of Online Resources
ACI Worldwide, Inc. (Nasdaq: ACIW) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976
(HSR) in connection with ACI's tender offer for common stock of Online
Resources Corporation (NASDAQ: ORCC) was terminated early on February
15, 2013 by the U.S. Federal Trade Commission. The waiting period was
scheduled to expire on February 21, 2013.
As announced on January 31, 2013, ACI and Online Resources entered into
a definitive agreement contemplating the acquisition of Online Resources
by ACI via a tender offer to acquire all of the outstanding shares of
Online Resources's common stock at a price of $3.85 per share in cash.
The termination of the HSR waiting period satisfies one of the
conditions to consummate the tender offer. Other closing conditions
remain, including, among others, a minimum tender of a majority of
outstanding Online Resources shares on a fully diluted basis.
The tender offer will remain open for Online Resources shareholders to
tender their shares until 12:00 midnight, New York City time, at the end
of Friday, March 8, 2013, unless it is extended in accordance with the
parties’ agreement. The complete Offer to Purchase dated February 7,
2013 related to the tender offer has been filed with the U.S. Securities
and Exchange Commission and can be viewed online at www.sec.gov.
About ACI Worldwide
ACI Worldwide powers electronic payments and banking for more than 1,650
financial institutions, retailers and processors around the world. ACI
Worldwide software enables $12 trillion in payments each day, processing
transactions for 14 of the leading global retailers, and 24 of the
world’s 25 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 Worldwide and the reasons why our solutions are
trusted globally, please visit www.aciworldwide.com.
You can also find us on www.paymentsinsights.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,
estimates of revenues, operating margins, capital expenditures, cash,
other financial metrics, expected legal, arbitration, political,
regulatory results or practices, customer patterns or practices and
other such estimates and results. No forward-looking statement can be
guaranteed and actual results may differ materially from those that ACI
and ORCC 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 definitive 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 ORCC and others following the announcement of the definitive
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 filings with the SEC, including its reports on Forms
10-K, 10-Q, and 8-K. Except to the extent required by applicable law,
ACI undertakes no 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.
