ACI Worldwide has escalated its efforts to derail the proposed merger between S1 and Fundtech, filing preliminary proxy materials with the SEC to solicit S1 shareholder votes against the deal.
In June S1 agreed an all-stock merger with transaction banking vendor Fundtech in a deal valuing the combined entity at around $700 million. Under the plan S1 shareholders would hold 55% of the merged firm and Fundtech investors the remaining 45%.
However, ACI soon moved to scupper the deal, offering to pay $9.50 a share in cash and stock for S1, a 33% premium on the vendor's closing price the previous day, valuing it at around $540 million.
The S1 board unanimously agreed to reject the proposal and reaffirmed its commitment to the Fundtech deal but ACI has refused to back off and has now filed preliminary proxy materials with the SEC, taking its case to S1 shareholders.
Philip Heasley, CEO, ACI, says: "We expect that many S1 shareholders share our strong belief that ACI's acquisition proposal is superior to and provides S1 shareholders with significantly greater value than the proposed transaction with Fundtech. We strongly encourage all S1 shareholders - the true owners of the company - to send a message that the S1 Board of Directors cannot ignore by voting against the proposed Fundtech transaction."
S1 has responded to the latest effort by urging shareholders to disregard ACI's recommendation and approve the Fundtech deal, setting a special meeting for 22 September to vote on it.