||Filed by ACI Worldwide, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934
Subject Company: S1 Corporation
Commission File No.: 000-24931
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ACI WORLDWIDE EXTENDS EXPIRATION DATE FOR S1 EXCHANGE OFFER TO NOVEMBER 30, 2011
NEW YORK, October 31, 2011 ACI Worldwide, Inc. (Nasdaq: ACIW) announced today that it has
extended its exchange offer for all of the outstanding shares of common stock of S1 Corporation
(Nasdaq: SONE) until 5:00 p.m., Eastern time, on Wednesday, November 30, 2011, unless further
On October 3, 2011, ACI agreed to acquire S1 for approximately $360 million in cash and 5.8 million
ACI shares. Under the terms of the transaction, S1 stockholders may 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.
On October 28, 2011, ACI and S1 announced that they had received a request from the U.S. Department
of Justice for additional information relating to ACIs proposed acquisition of S1 under the
Hart-Scott-Rodino Antitrust Improvements Act. The effect of the request is to extend the waiting
period imposed by the HSR Act until 30 calendar days after ACI has substantially complied with the
request, unless voluntarily extended or terminated sooner by the DOJ. The request is focused on
the card payments business. In 2010, S1s card payments business generated approximately $11.9
million of revenue in the United States.
The exchange offer is subject to various conditions, including the expiration or termination of the
waiting period under the HSR Act and the absence of injunctions. Except for the extension of the
exchange offer expiration date, all other terms and conditions of the exchange offer remain
unchanged as of October 31, 2011.
As of October 28, 2011, 14,239,603 shares of S1 common stock had been validly tendered in, and not
withdrawn from, the exchange offer, representing approximately 25.9% of the outstanding S1 shares.
Wells Fargo Securities, LLC is acting as financial advisor to ACI. Wells Fargo Bank, N.A. is
acting as the exchange agent for the exchange offer. Jones Day is acting as legal advisor to ACI.
About ACI Worldwide
ACI Worldwide powers electronic payments for more than 800 financial institutions, retailers
and processors around the world, with its broad and integrated suite of electronic payment
software. More than 90 billion times each year, ACIs solutions process consumer payments. On an
average day, ACI software manages more than US$12 trillion in wholesale payments. And for more
than 160 organizations worldwide, ACI software helps to protect their customers from financial
crime. To learn more about ACI and understand why we are trusted globally,
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please visit www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on Twitter
This press release contains forward-looking statements based on current expectations that involve a
number of risks and uncertainties. All opinions, forecasts, projections, future plans or other
statements, other than statements of historical fact, are forward-looking statements and include
words or phrases such as believes, will, expects, anticipates, intends, estimates, our
view, we see, would and words and phrases of similar import. The safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 do not apply to any forward-looking statements
made in connection with an exchange offer.
We can give no assurance that such expectations will prove to have been correct. Actual results
could differ materially as a result of a variety of risks and uncertainties, many of which are
outside of the control of management. These risks and uncertainties include, but are not limited
to, the following: (1) that a transaction with S1 may not be completed on a timely basis; (2)
negative effects on our business or S1s business resulting from the pendency of the proposed
transaction; (3) that we may not achieve the synergies and other expected benefits within the
expected time or in the amounts we anticipate; (4) that we may not be able to promptly and
effectively integrate the merged businesses; and (5) that we may be required to divest assets in
order to obtain regulatory approvals. Other factors that could materially affect our business and
actual results of operations are discussed in our most recent 10-Ks and registration statement on
Form S-4, as well as other filings with the SEC available at the SEC website at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. ACI has filed with the SEC a registration
statement on Form S-4 containing a prospectus and other documents with respect to the proposed
acquisition of S1 and mailed the prospectus to S1 shareholders. S1 has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with the SEC. INVESTORS AND
SECURITY HOLDERS OF S1 AND ACI ARE URGED TO READ THE APPLICABLE PROSPECTUS AND OTHER DOCUMENTS THAT
HAVE BEEN AND WILL BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT
Investors and security holders will be able to obtain free copies of the registration statement,
prospectus and other documents filed with the SEC by ACI through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC by ACI will be available free of
charge on ACIs internet website at www.aciworldwide.com or by contacting ACIs Investor Relations
Department at 646-348-6706.
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For more information contact
James Golden / Scott Bisang / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
Art Crozier / Jennifer Shotwell / Scott Winter
Innisfree M&A Incorporated
Vice President, Investor Relations & Financial Communications
ACI Worldwide, Inc.
(646) 348- 6706