ACI Worldwide acquired S1 Corporation for approximately $360 million in cash plus 5.8 million ACI shares, a transaction completed in February 2012, structured as combination (cash and stock).
S1 Corporation operates in Enterprise payments / banking, is based in Norcross, Georgia (global operations). ACI acquired S1 Corporation (Nasdaq: SONE), a rival payments and online-banking software provider, in a cash-and-stock transaction that valued S1 at a blended $9.55 per share as of September 30, 2011 (roughly $360 million in cash plus about 5.8 million ACI shares). S1 stockholders could elect $10.00 in cash or 0.3148 ACI shares per S1 share, subject to proration such that 66.2% of shares were exchanged for cash and 33.8% for stock. The deal followed a contested exchange-offer process and closed in February 2012, creating what ACI described as a full-service global leader in financial and payments solutions.
ACI expected roughly $30 million of annual cost synergies and margin expansion from the increased scale, and said the transaction would be accretive to full-year 2012 earnings; on a trailing-twelve-month basis the two companies generated about $683 million of pro forma combined revenue.
S1 brought a loyal base of over 3,000 organizations and complementary online, mobile and branch-banking products. Approximately $30 million in anticipated annual cost synergies; expected accretive to 2012 earnings.
We are pleased to have reached this agreement with S1, and believe that together we will create a leader in the global enterprise payments industry. The combined company will have enhanced scale, breadth and additional capabilities, as well as a complementary suite of products that will better serve the entire spectrum of financial institutions, processors and retailers.Philip G. Heasley, President and CEO, ACI Worldwide
With the significant improvements in the transaction terms and conditions, S1's Board of Directors unanimously concluded that combining with ACI is in the best interests of S1's stockholders, as it provides a substantial premium for their investment and the opportunity to participate further in this powerful combination.John W. Spiegel, Chairman of the Board, S1 Corporation
Advisory firms were not disclosed for this transaction.