ACI Worldwide (ACIW) to Acquire S1 (SONE) for $9.55/Share

ACI Worldwide, Inc. (Nasdaq: ACIW) and S1 Corporation (Nasdaq: SONE) today announced that they have entered into a definitive transaction agreement that will create a full-service global leader of financial and payments solutions. Under the agreement, ACI will acquire S1 for a blended value of $9.55 per share as of September 30, 2011, consisting of $6.62 per share in cash and 0.1064 shares of ACI common stock, assuming full proration, which represents an increase of $0.42 per share in cash from ACI's previous offer. The boards of directors of both companies have approved the transaction.

ACI will acquire S1 for approximately $360 million in cash and 5.8 million ACI shares. Under the terms of the transaction, S1 stockholders can elect to receive $10.00 in cash or 0.3148 shares of ACI stock for each S1 share they own, subject to proration, such that in the aggregate 33.8% of S1 shares are exchanged for ACI shares and 66.2% are exchanged for cash.

ACI will amend its pending exchange offer to reflect the terms of the definitive agreement. The complete terms and conditions of the exchange offer will be set forth in the amended prospectus/offer to exchange on Form S-4 that ACI expects to file with the Securities and Exchange Commission (the "SEC") by October 13, 2011.

Closing is expected in Q411.

Wells Fargo Securities is serving as financial advisor to ACI, and Jones Day is serving as its legal advisor. Raymond James & Associates Inc. is serving as financial advisor to S1, and Hogan Lovells US LLP is serving as its legal advisor.

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