ACI Worldwide (NASDAQ: ACIW), a leading international provider
of payment systems, and Online Resources (NASDAQ: ORCC), a leading
provider of online banking and full-service bill pay solutions,
today announced that they have entered into a definitive
transaction agreement. Under the terms of the agreement, ACI
Worldwide will acquire Online Resources in an all cash transaction
for $3.85 per share. The boards of directors of both companies have
approved the transaction. ACI Worldwide will hold a conference call
on January 31, 2013, at 8:30 a.m. EST to discuss this information.
Interested persons may access a real-time audio broadcast of the
teleconference at http://www.aciworldwide.com/investorrelations or
use the following numbers for dial-in participation: US/Canada:
(866) 914-7436, International/Local: +1 (817) 385-9117. Please
provide your name, the conference name ACI Worldwide and conference
code 95383321. There will be a replay available for two weeks on
(855) 859-2056 for US/Canada dial-in and +1 (404) 537- 3406 for
International/Local dial-in participants.
The integration of ACI Worldwide and Online Resources will make
available to financial institutions the preeminent online and
mobile banking, bill payment and presentment solutions. ACI
Worldwide is recognized as the leader in the U.S. Large Bank Market
for 2012 and a Company to Watch in 2013 by Aite Group. The addition
of Online Resources’ payment and presentment capabilities will
benefit customers by giving them the choice and flexibility to
address a broader set of needs from a single integrated source.
The acquisition would also broaden ACI Worldwide’s customer base
with the addition of 1,000 banks, credit unions, billers, credit
card issuers, and other credit and payment service providers.
“Built on our heritage of producing highly reliable and trusted
solutions, ACI Worldwide’s mission is to deliver universal payment
solutions that provide control, choice and flexibility to our
customers while maintaining their peace of mind,” said Philip
Heasley, President and CEO of ACI Worldwide. “Online Resources’
robust product set and talented employee base of online banking and
payment experts is well-aligned with this focus and our desire to
lead in a category undergoing accelerating change.”
“I believe the combination of the two companies will allow the
Online Resources product suite to now achieve its full potential in
the Banking and Biller Markets, provide even better services and
functionality for our clients and customers, and create additional
opportunity for our dedicated and hardworking employees,” said Joe
L. Cowan, President and Chief Executive Officer of Online
Resources.
Online Resources is a leading provider of hosted online banking
and bill payment solutions, providing its services to over 1,000
financial institutions and billers. The company processes over 245
million bill payment transactions annually. Backed by its
proprietary payments engine, Online Resources’ bill payment
solutions connect over 9,000 billers.
The acquisition strengthens ACI Worldwide’s leadership in the
online channel with the addition of complementary online banking
and full-service bill payment solutions for financial institutions
and billers. The pro forma financial implications of the
transaction are compelling. ACI Worldwide anticipates that with
Online Resources it will achieve annual cost synergies of
approximately $19.5 million. The transaction is expected to be
accretive to full year non-GAAP earnings in 2013.
For the last twelve months ending September 30, 2012, the
companies combined generated pro forma revenue of approximately
$860 million and adjusted EBITDA of $182 million. The acquisition
is being financed with a new $300 million Incremental Term Loan.
ACI Worldwide has received fully committed financing for the
transaction from Wells Fargo Bank, N.A.
Terms of the Transaction
ACI Worldwide and Online Resources have entered into a
definitive transaction agreement under which ACI Worldwide would
acquire Online Resources for $3.85 per share in cash in a
transaction valued at an enterprise value of approximately $263
million, which includes the redemption of Online Resources’
preferred stock. ACI Worldwide will commence a cash tender offer to
purchase all outstanding shares of common stock of Online Resources
no later than February 15, 2013.
Upon the successful closing of the tender offer, stockholders of
Online Resources will receive $3.85 per share in cash for each
share of Online Resources 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, Online Resources will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of Online Resources’ board of directors
that Online Resources stockholders accept the tender offer and
tender their shares.
The tender offer will expire at 12:00 midnight New York City
time, twenty business days after the tender is launched unless
extended in accordance with the transaction agreement and the
applicable rules and regulations of the SEC.
Offering materials will be available on the SEC’s website at
www.sec.gov. Online Resources stockholders are urged to read the
offering materials filed by ACI Worldwide, as well as materials
filed by Online Resources relating to the tender offer, which
contain important information about the tender offer.
Timing
The closing of the tender offer is subject to customary terms
and conditions, and is anticipated to close at the end of first
quarter of 2013.
Advisors
Wells Fargo Securities is serving as financial advisor to ACI
Worldwide, and Jones Day is serving as its legal advisor. Raymond
James & Associates Inc. is serving as financial advisor to
Online Resources, SunTrust Robinson Humphrey, Inc. provided certain
financial advice to the Special Committee of the Board of
Directors, and Morris, Manning & Martin, LLP is serving as its
legal advisor.
About ACI Worldwide
ACI Worldwide (NASDAQ: ACIW) 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.
About Online Resources
Online Resources (NASDAQ: ORCC) powers financial interactions
between millions of consumers and the company's financial
institution and biller clients. Backed by its proprietary payments
gateway that links banks directly with billers, Online Resources
provides web and phone-based financial services, electronic
payments and marketing services to drive consumer adoption. Founded
in 1989, Online Resources is the largest financial technology
provider dedicated to the online channel. For more information,
visit www.orcc.com.
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: (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 Online Resources 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 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 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.
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
Worldwide sole discretion. ACI Worldwide is providing the following
information in accordance with ACI Worldwide’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 Worldwide 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.
Online Resources Corp. (MM) (NASDAQ:ORCC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Online Resources Corp. (MM) (NASDAQ:ORCC)
Historical Stock Chart
From Jul 2023 to Jul 2024