Aci Worldwide, Inc. · NASDAQ:ACIW
Aci Worldwide — Merger or Acquisition (July 2011)
20 slides from Aci Worldwide's merger presentation, Jul 26, 2011
Slide 1: ACI Proposal to S1
ACI Proposal to S1 July 26, 2011 July 26, 2011
Slide 2: Safe Harbor For Forward-Looking Statements
Private Securities Litigation Reform Act of 1995 Safe Harbor For Forward-Looking Statements This press release contains forward-looking f statements based on current expectations that involve a number off risks and uncertainties. All opinions, forecasts, projections, future plans or other statements
Slide 3: Table of Contents
Table of Contents • Transaction Overview • Strategic Rationale & Benefits of the Transaction • Key Events 3 July 26, 2011
Slide 4: Transaction Highlights
Transaction Highlights • We believe that ACI’s proposal is superior to the S1-Fundtech merger • We believe that this transaction would: • Provide greater scale and global reach to serve a large and growing marketplace • Add complementary product capabilities and customer base • Create significant co
Slide 5: Proposed Acquisition of S1
Proposed Acquisition of S1 Proposed Price $9.50 per S1 share 33% to S1’s last trading price on July 25, 2011 P e i Premium 32% to t 90 day d Volume V l Weighted W i ht d Average A Price P i 23% to 52-week high 60% cash Consideration 40% stock (tax free) Cash and stock election, subject to proration
Slide 6: Superior Value for S1 Shareholders
Superior Value for S1 Shareholders We believe that we have made a financially and strategically superior proposal compared to Fundtech transaction Substantial premium and immediate cash value to S1 shareholders Opportunity to participate in the long-term value creation inherent in a combined ACI-S1
Slide 7: ACI has a Strong Record of Driving Shareholder Value
ACI has a Strong Record of Driving Shareholder Value 3 Year Stock Price Performance 1 ACI CY Monthly Recurring Revenue Mix ($ in millions) Recurring Revenue Non-Recurring Revenue AC IW SONE Bank / Payment Technology 2 220 $418 $418 91.1% $406 $374 180 32% Relative Value 43% 40% 41% 140 26.0% 100 (10
Slide 8: ACI and S1 Side-by-Side Comparison
ACI and S1 Side-by-Side Comparison ACI S1 Global Operates in ~90 countries including US, Operates in 50 countries including Operations UK, India, Singapore and Romania US, South Africa, India and UK Employees Total: 2,134 Total: 1,670 (2010YE) Inc. R&D: 750 Inc. R&D: 360 Revenue Americas: 53% Americ
Slide 9: Table of Contents
Table of Contents • Transaction Overview • Strategic Rationale & Benefits of the Transaction • Key Events 9 July 26, 2011
Slide 10: ACI / S1 Compelling Strategic Rationale
ACI / S1 Compelling Strategic Rationale Full-service global provider of enterprise payments software • Combined company with $650 million of pro forma 3/31/2011 LTM revenue and $110 million of pro forma 3/31/2011 LTM Adjusted EBITDA, before synergies Highly complementary products and extends custome
Slide 11: Combined Company with Enhanced Scale in Enterprise Payments
Combined Company with Enhanced Scale in Enterprise Payments ($ in millions) Enterprise Value $14,055 $11,712 The combined company will benefit from its increased scale $3,534 $3,395 $2,792 $2,366 $1,694 $1,453 , $1,182 $740 $343 $211 $224 FIS FISV TSS GPN JKHY LSE:MSY Pro FICO ACIW EPAY SONE FNDT OR
Slide 12: ACI / S1 - Providing a Rich Set of Capabilities
ACI / S1 - Providing a Rich Set of Capabilities Enterprise Payments Suite Merchant Wholesale Fraud Tools & Online Banking Retail Payments Retailer Payments Management Infrastructure Payments Card and Account Management Retail Payment North American Proactive Risk Analytics US Online Banking Manageme
Slide 13: Greater Scale to Address Large & Growing Worldwide Payment Opportunity
Greater Scale to Address Large & Growing Worldwide Payment Opportunity SERVICEABLE SOFTWARE INDUSTRY SPEND IN 2016 = $14.2B 2011 ESTIMATED SHARE ($ in millions) FundTech 5YR CAGR (2011-16)= 9.6% 14,184 Bottomline NICE (Actimize) BPO (eg. processors) BAE (Norkom & Detica) 12,989 1,057 5.8% Clear2Pay
Slide 14: Strong Pro Forma Financial Profile
Strong Pro Forma Financial Profile Revenue ($ in millions) ACIW SONE $800 $690 $645 $628 $600 23 235 239 209 $400 $200 406 418 455 $0 2009A Revenue 2010A Revenue 2011E Revenue Adjusted EBITDA (% Margin) ($ in millions) ACIW SONE $160 $128 $119 $120 26 (11.1%) $98 46 (19.4%) 10 (5.0%) $80 102 (22.4%)
Slide 15: Combined Company Will Realize Significant Cost Savings
Combined Company Will Realize Significant Cost Savings • We believe that the combination of ACI and S1 will deliver cost savings more than twice those contemplated in the proposed S1-Fundtech merger • These cost savings would bring the combined business in line with ACI’s historical margins • Multip
Slide 16: Table of Contents
Table of Contents • Transaction Overview • Strategic Rationale & Benefits of the Transaction • Key Events 16 July 26, 2011
Slide 17: Key Events
Key Events • S1 Board to make superior offer determination under the Fundtech merger agreement • Fundtech merger agreement terminated in favor of ACI transaction • ACI and S1 enter into a merger agreement • Receipt of S1 shareholder approval • Customary y regulatory g y approvals pp • ACI committed
Slide 18: Summary
Summary • We believe that ACI’s proposal is superior to the S1-Fundtech merger • We believe that this transaction would: • Provide greater scale and global reach to serve a large and growing marketplace • Add complementary product capabilities and customer base • Create significant cost savings to d
Slide 19: Non-GAAP Financial Measures
Non-GAAP Financial Measures ACI also includes backlog estimates which are all software license fees, maintenance fees and services specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within th
Slide 20: Non-GAAP Financial Measures
Non-GAAP Financial Measures Estimates of future financial results are inherently unreliable. 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 outs