Adds strategic bill pay capabilities, broadens online banking
portfolio
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.
