Aci Worldwide, Inc. · NASDAQ:ACIW
Aci Worldwide — Proxy Contest (September 2011)
23 slides from Aci Worldwide's proxy contest presentation, September 2011
Slide 1: ACI's Superior Offer for S1
ACI’s Superior Offer for S1 Vote AGAINST the S1/Fundtech Merger on the BLUE Proxy Card Tender S1 Shares Pursuant to the ACI Exchange Offer September 2011
Slide 2: Safe Harbor For Forward-Looking Statements
Private Securities Litigation Reform Act of 1995 Safe Harbor For Forward-Looking Statements These materials contain 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
Slide 3: ACI / S1 – A Superior Combination
ACI / S1 – A Superior Combination • ACI is a leading provider of electronic payment solutions to major financial institutions, payment processors and retailers – Demonstrated history of execution and sector leadership, with 36 years in the payments business – Robust electronic payments solutions, in
Slide 4: ACI's Offer
ACI’s Offer $10.00 in Cash or 0.2800 Shares of ACI Common Stock $6.20 in Cash plus 0.1064 Shares of ACI Common Stock, assuming Consideration full proration Blended value of $9.44 per S1 Share, assuming full proration 1 Aggregate Consideration: 65.6% Cash and 34.4% ACI Common Stock 1 32% to 1-Day Pri
Slide 5: ACI Believes the Proposed S1/Fundtech Merger is NOT in S1 Shareholders' Best Interests
ACI Believes that the Proposed S1/Fundtech Merger is NOT in the Best Interests of S1 Shareholders • We believe ACI’s offer provides superior value and additional certainty to S1 shareholders Based on ACI Based on ACI Stock Price as of Stock Price as of 1 Metrics July 25, 2011 August 29, 2011 Value o
Slide 6: Superior Value and Certainty
Superior Value and Certainty ACI / S1 S1 / Fundtech Greater value: $9.44 1 Provides no premium and no cash to S1 shareholders Substantial premium to S1’s historical trading price Subject to a number of conditions unique to a combination of a U.S. and an Israeli company, including receipt of Immediat
Slide 7: Superior Value
Superior Value • ACI’s compelling offer provides meaningful value to S1 shareholders • ACI’s superior offer of 15.6x 2011E Adjusted EBITDA represents a significant premium to S1’s valuation prior to the original ACI proposal • Multiple offered by ACI is far superior to the median valuation of the pe
Slide 8: ACI's Track Record of Delivering Shareholder Value
ACI’s Track Record of Delivering Shareholder Value ACI / S1 S1 / Fundtech Three-year shareholder returns: 90.2% 1 S1 has significantly underperformed ACI ACI Adjusted EBITDA CAGR (’07A-’10A): 48.3% Three-year shareholder returns: (9.2%) 1 Increased 60-month backlog by $350 million from 2006 to S1 Ad
Slide 9: ACI's Strong Financial Profile with Significant Revenue Visibility
ACI’s Strong Financial Profile with Significant Revenue Visibility 60 Month Backlog Attests to Customer Retention CY Monthly Recurring Revenue Mix ($ in millions) ($ in millions) $1,566 $1,517 Recurring Revenue Non-Recurring Revenue $1,388 $1,407 $1,213 $418 $406 $418 $374 32% 43% 40% 41% 68% 59% 57
Slide 10: Meaningful Global Scale, Cost Savings and Growth Prospects
Meaningful Global Scale, Cost Savings and Growth Prospects ACI / S1 S1 / Fundtech Combined ACI/S1 able to leverage ACI’s global cost Approximately $12 million of unspecified cost synergies structure Full synergies not expected to be realized until Greater than $24 million of cost synergies 2013 Syne
Slide 11: Meaningful Global Scale and Growth Prospects: Complementary Products
Meaningful Global Scale and Growth Prospects Enterprise Payments Suite Wholesale Merchant Retailer Fraud Tools & Online Banking Retail Payments Payments Payments Management Infrastructure Card and Account Management Retail Payment North American Proactive Risk Analytics US Online Banking Management
Slide 12: Global Market Trends and Drivers
Global Market Trends and Drivers • Growth in electronic payment transaction volumes • Consolidation creating large scale needs & inefficient platform redundancies • Continued desire for cost reduction and increased productivity • Need to expand fraud detection to unprotected channels • Regulatory de
Slide 13: Greater Scale To Address Large, Growing Worldwide Payment Opportunity
Greater Scale To Address Large, Growing and Constantly Changing Worldwide Payment Opportunity SERVICEABLE SOFTWARE 2011 ESTIMATED SHARE INDUSTRY SPEND IN 2016 = $14.2B ($ in millions) Fundtech 5YR CAGR (2011-16)= 9.6% 14,184 Bottomline NICE (Actimize) BPO (eg. processors) BAE (Norkom & Detica) 12,98
Slide 14: Fundtech Transaction Denies S1 the Ability To Maximize Shareholder Value
ACI Believes that the Fundtech Transaction Denies S1 the Ability To Maximize Shareholder Value In ACI’s view, S1 is effectively selling the company to Fundtech and paying (instead of receiving) a premium S1 is paying a ~16% premium to Fundtech’s 90-day unaffected VWAP 1 prior to the transaction anno
Slide 15: Third-Party Support for ACI / S1 Transaction
Third-Party Support for ACI / S1 Transaction “We suspect SONE’s board will have a hard time justifying turning down a 33% immediate premium, given that the alternative SONE/Fundtech ‘merger of equals’ may take several years to blossom.” -- (DA Davidson, July 26, 2011)* “In addition, we are encourage
Slide 16: Corporate Governance Considerations
Corporate Governance Considerations • After lengthy precursor conversations with ACI, S1 sought an alternative transaction that would maintain management job security • After ACI’s July 26, 2011 proposal, S1 rushed its shareholder meeting calendar in a fashion that ACI believes disenfranchises S1 sh
Slide 17: Corporate Governance Considerations (Cont'd)
Corporate Governance Considerations (Cont’d) • Failed to include forecasts in proxy solicitation materials, which is being challenged in shareholder litigation as inconsistent with Delaware case law • August 22, 2011 shareholder letter predicts a higher value using financial analyses far more aggres
Slide 18: ACI Strongly Recommends S1 Shareholders Vote AGAINST the Fundtech Transaction
ACI Strongly Recommends that S1 Shareholders Vote “AGAINST” the Fundtech Transaction and Tender S1 Shares Pursuant to ACI’s Exchange Offer ACI believes that: • ACI’s offer provides greater value and more certainty to S1 shareholders • S1/Fundtech transaction benefits S1’s management at the expense o
Slide 19: Appendix
MCI payment systems appendix
Slide 20: S1's Pattern of Entrenchment
S1’s Pattern of Entrenchment • 8/30/10: ACI met with S1 CEO and expressed interest in potentially acquiring S1 • 10/6/10: S1 management informed ACI that S1 was not for sale, but intimated that the S1 Board may be willing to consider a proposal • 10/22/10: Entered into a confidentiality agreement wi
Slide 21: Illustrative Value of Consideration Provided in ACI's Offer
Illustrative Value of Consideration Provided in ACI’s Offer Assuming No Proration Assuming Full Proration Assumed ACI Value of Value of Value of Value of Value of Share Price Stock Consideration Cash Consideration Stock Consideration Cash Consideration Cash-Stock Consideration $37.93 (1) $10.62 $10.
Slide 22: Non-GAAP Financial Measures
Non-GAAP Financial Measures Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including for reasons outside of mana
Slide 23: September 2011
NC payment systems trusted globally