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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Materials under § 240.14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||||
þ | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed | |||
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the | ||||
filing fee is calculated and state how it was determined): | ||||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
| The proposal to adopt the certificate of amendment to the certificate of incorporation of S1 Corporation to change S1s name to Fundtech Corporation, which we refer to as the Charter Amendment Proposal; | ||
| The proposal to amend the S1 Corporation 2003 Stock Incentive Plan, as amended and restated effective February 26, 2008, to increase the number of S1 Shares available for issuance thereunder, which we refer to as the Incentive Plan Amendment Proposal; |
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| The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to S1s named executive officers in connection with the Proposed Fundtech Merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable, which we refer to as the Compensation Advisory Proposal; and | ||
| The proposal to approve adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies in favor of the Share Issuance Proposal, the Charter Amendment Proposal, the Incentive Plan Amendment Proposal and the Compensation Advisory Proposal (the Adjournment Proposal, and collectively, the Fundtech Merger Proposals). |
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| A vote AGAINST the Fundtech Merger Proposals preserves your opportunity to receive the premium price for your S1 Shares contemplated by the ACI Merger Proposal which we believe, if consummated, would provide significantly greater value to S1 stockholders as compared to the Proposed Fundtech Merger. |
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| Strategic Rationale: The ACI Merger Proposal provides immediate cash value to S1 stockholders, as well as the opportunity to participate in the value creation in the ACI Merger Proposal through the receipt of ACI Shares. ACI believes that the complementary nature of ACI and S1 creates a compelling opportunity to establish a full-service global leader of financial and payments software with significant scale and financial strength, including as follows: |
| Highly Complementary Product and Customer Bases: Combined, ACI and S1 would provide a rich set of capabilities and a broad portfolio of products to customers across the entire electronic payments spectrum. In particular, ACI believes that the acquisition of S1 would provide breadth and additional capabilities to what ACI does today, including: (1) expand ACIs retailer business beyond North America; (2) increase ACIs retail banking payments business down into lower and mid-tier financial institutions; and (3) add function and global reach to ACIs online business banking offering, including new capabilities around branch banking and trade. The acquisition of S1 would support ACIs position as a leading provider of the most unified payments solution to serve retail banking, wholesale banking, processors and retailers and would enable its customers to lower their operational costs and improve time-to-market. | ||
| Enhanced Scale and Global Position: ACIs, S1s and Fundtechs principal competitors are substantially larger companies with greater financial resources than ACI, S1 and Fundtech have. The combined ACI and S1 would have greater scale and critical mass than S1 would have after the Proposed Fundtech Merger. The combined ACI and S1 would have revenue of $683 million and adjusted EBITDA of $123 million for the 12 months ended June 30, 2011, compared to revenue of $379 million and adjusted EBITDA of $43 million for that period for the combined S1 and Fundtech in the Proposed Fundtech Merger. This scale advantage would enable the combined ACI and S1 to more effectively serve its combined global customer base and compete against the very large companies which operate in the electronic payments software business. |
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In addition, Fundtech is dependent upon three international financial institutions for a significant portion of its revenue. According to published reports, in fiscal year 2010, Fundtech derived approximately 21% of its total annual revenues from these three international financial institutions. In comparison, ACIs top 10 customers represented approximately 20% of its total annual revenue in 2010. | |||
| Significant Synergy Opportunities: ACI expects the combination of ACI and S1 will generate a significant amount of operational efficiencies and cost savings that will drive margin expansion for the acquired S1 business and earnings accretion for the combined company. ACI estimates that the annual pre-tax cost savings related to the ACI Merger Proposal would be more than double the $12 million estimated in the Proposed Fundtech Merger, primarily attributable to elimination of S1s public company costs and rationalization of duplicate general and administrative functions, sales/marketing functions and costs, occupancy costs, product management and R&D functions. In addition, ACI expects to consolidate the combined companys hosting data centers and infrastructure. Further, ACI expects the cost savings will improve S1s margins in line with ACIs margins for adjusted EBITDA. Assuming that ACIs proposed transaction is closed in the fourth calendar quarter of this year, ACI anticipates the cost savings would be fully realizable in 2012. | ||
| Strong Financial Position: ACI would continue to have a strong financial profile driven by a solid balance sheet with substantial liquidity and a recurring revenue model that generates significant free cash flows, allowing for further future investments in the business. In addition, ACI expects the transaction to be accretive to full year earnings in 2012. | ||
The following metrics provide relevant information with respect to ACIs recent financial performance, as of July 26, 2011, the date of ACIs proposal: |
| ACI has produced a stockholder return of approximately 91% over the past three years, significantly outperforming the relevant peer group; | ||
| ACI has increased its 60-month backlog to $1.6 billion in 2010, up $350 million since 2006; | ||
| ACI has driven monthly recurring revenue to 68% in 2010, up nearly 29% since 2007; and | ||
| ACI has increased adjusted EBITDA margin to 21% in 2010, from 7% in 2007. |
| Integration: ACI believes that there are substantial risks inherent in mergers of equals, which ACI believes are exacerbated by the fact that S1 is a U.S. company headquartered in Atlanta, Georgia, while Fundtech is a company with substantial operations in Israel. While there is integration risk in any substantial business combination transaction, ACIs proposal would not involve the complexities inherent in combining two businesses whose co-CEOs and other senior executives would be located on different continents, and ACI |
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would have the ability to implement integration plans without being required to consider the potential conflicting interests and disynergies implicit in a merger of equals in which, for example, the combined companys top management is expected to be drawn from two disparate organizations. | |||
S1s preliminary proxy statement discloses that political, economic and military conditions in Israel and the Middle East could negatively impact the combined S1-Fundtech company. Fundtech is an Israeli company with substantial operations in Israel. According to S1s preliminary proxy statement, (1) any major hostilities involving Israel, acts of terrorism or the interruption or curtailment of trade between Israel and its present trading partners could adversely affect the combined companys operations, (2) several Arab and Muslim countries restrict or prohibit business with Israeli companies and these restrictions may have an adverse impact on the combined companys operating results, financial condition or the expansion of the combined companys business, and (3) such boycott, restrictive laws, policies or practices may, however, change over time, including in a fashion that would be beneficial to S1 and Fundtech were they to merge. | |||
| Deal Certainty: The completion of the Proposed Fundtech Merger is subject to, among other conditions, approval of the issuance of stock in the transaction by holders of a majority of S1 Shares voting at a meeting held on the matter, as well as a number of conditions unique to a combination of a U.S. and an Israeli company, including receipt of the consent or approval of Israeli tax authorities, the Investment Center of the Israeli Ministry of Trade & Industry and the Israeli Securities Authority. | ||
The ACI Merger Proposal is subject to certain conditions, including the approval of S1 stockholders and the receipt of customary regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act). The ACI Merger Proposal contained provisions designed to assure S1 that the HSR Act condition would be satisfied, including a $21.5 million fee that would be paid to S1 if that condition were not satisfied and an undertaking to divest assets, subject to certain limitations (which were not specified in the draft merger agreement delivered to S1), and take other actions if necessary to obtain the expiration or termination of the HSR Act waiting period. ACI believes that it will obtain clearance under the HSR Act, although there necessarily can be no assurance with respect thereto. |
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| A vote AGAINST the Fundtech Merger Proposals stops the S1 Board from entering into a transaction that ACI believes would result in a radical restructuring of the business, ownership and governance of S1 for no premium and no cash to S1 stockholders. |
| Fundtechs CEO would become Executive Chairman of the combined company. Fundtechs Chairman would become Deputy Chairman of the combined company. Fundtechs CFO would become CFO of the combined company. One or more of these individuals apparently would serve in these capacities from Israel, and not S1s principal U.S. offices. | ||
| S1s Board would not constitute a majority of the Board of the combined company; rather, the combined company Board would be comprised of eight members, four from the current Board of Fundtech and four from the current Board of S1. | ||
| For an apparently indeterminate period, Fundtechs CEO, as Executive Chairman of the combined company, and the combined companys CEO would have to mutually agree before S1 could take any of 12 specified material corporate actions. Disputes as to such matters could only be resolved by the vote of a majority of the Board of the combined company, on which the current Fundtech directors will have a blocking vote. |
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| A vote AGAINST the Fundtech Merger Proposals encourages the S1 Board to consider other alternatives for the company, including ACIs proposal. |
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| Combination of complementary products and expanded customer bases, providing a rich set of capabilities and a broad portfolio of products to serve customers across the entire electronic payments spectrum; | ||
| The creation of an approximate $100 million in revenue hosting business serving our collective customer base with enhanced margins due to the consolidation of fixed infrastructure; | ||
| Expanded presence in high-growth international markets and additional capabilities with respect to ACIs retailer payments and online banking solutions; | ||
| Substantial synergy opportunities by leveraging ACIs established global cost structure, eliminating redundant operating expenses and consolidating our on-demand operations and facilities; and | ||
| Strong financial profile with full year earnings accretion in 2012. |
| Produced a stockholder return of approximately 91% over the past three years, significantly outperforming the relevant peer group; | ||
| Increased 60-month backlog to $1.6 billion in 2010, up $350 million since 2006; | ||
| Driven monthly recurring revenue to 68% in 2010, up nearly 29% since 2007; and | ||
| Increased Adjusted EBITDA margin to 21% in 2010, from 7% in 2007. |
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| Fundtechs CEO would become Executive Chairman of the combined company. Fundtechs Chairman would become Deputy Chairman of the combined company. Fundtechs CFO would become CFO of the combined company. One or more of these individuals apparently would serve in these capacities from Israel, and not S1s principal U.S. offices. | ||
| S1s Board would not constitute a majority of the Board of the combined company; rather, the combined company Board would be comprised of eight members, four from the current Board of Fundtech and four from the current Board of S1. | ||
| For an apparently indeterminate period, Fundtechs CEO, as Executive Chairman of the combined company, and the combined companys CEO would have to mutually agree before S1 could take any of the following actions. Disputes as to the following matters could only be resolved by the vote of a majority of the Board of the combined company, on which the current Fundtech directors will have a blocking vote: |
| subject to certain exceptions, the issuance of any equity interests of the combined company or its subsidiaries or any securities exercisable or exchangeable for or convertible into equity interests of the combined company or its subsidiaries; | ||
| incurrence of any indebtedness for borrowed money, other than indebtedness (i) outstanding as of the closing date of the Proposed Fundtech Merger or (ii) incurred in the ordinary course of business; | ||
| engaging in any merger, consolidation or other business combination transactions or recapitalization or reorganization; | ||
| acquisition of any enterprise or business (whether by merger, stock or assets) or other significant assets outside of the ordinary course of business; | ||
| sale or other disposition of any assets of the combined company or any of its subsidiaries outside of the ordinary course of business; | ||
| acquisition or development of any material new product or service offering; |
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| engaging in any line of business substantially different from those lines of business conducted by the combined company and its subsidiaries immediately following the closing date of the Proposed Fundtech Merger; | ||
| hiring or termination of the executive chairman, chief executive officer, chief financial officer, chief operating officer, chief legal officer and each individual (including any consultant or other individual, even if not technically an employee) performing the functions of any such office, each referred to as a Senior Officer, or any individual who directly reports (including any consultant or other individual, even if not technically an employee) to any Senior Officer, referred to, together with the Senior Officers, each as an Applicable Employee; | ||
| modification of the salary or other compensation of any Applicable Employee, materially changing the responsibilities of any Applicable Employee, or making any material changes to the employment agreement of any Applicable Employee; | ||
| approval of (i) any operating or capital expenditure budget of the combined company or any of its subsidiaries or (ii) any material amendment or supplement to or other modification thereof; | ||
| institution, settlement, withdrawal or compromise of any material lawsuit, claim, counterclaim or other legal proceeding by or against the combined company or any of its subsidiaries or with respect to any of their respective material properties or assets; or | ||
| delegate any authority to take any of the foregoing actions to any other officer or employee. |
| Israeli court approval of the Fundtech Merger Agreement and the merger (the Court Approval); | ||
| Fundtech stockholder approval as required under Israeli law; | ||
| receipt of approval by all Israeli governmental entities required pursuant to Israeli legal requirements, including the Israeli tax authority and the Israeli securities authority; and |
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| receipt of S1 stockholder approval of the Share Issuance Proposal and the Charter Amendment Proposal (subject to Fundtechs right to waive the receipt of S1 stockholder approval of the Charter Amendment Proposal). |
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Present Position with ACI or Other Principal | ||
Name | Occupation or Employment | |
Philip G. Heasley
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President and Chief Executive Officer of ACI and Director | |
Scott W. Behrens
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Executive Vice President, Chief Financial Officer and Chief Accounting Officer | |
Craig A. Maki
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Executive Vice President, Treasurer and Chief Corporate Development Officer | |
Dennis P. Byrnes
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | |
David N. Morem
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Senior Vice President, Global Business Operations | |
Charles H. Linberg
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Vice President and Chief Technology Officer |
Present Position with ACI or Other | ||
Name | Principal Occupation or Employment | |
Alfred R. Berkeley, III
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Director; chairman of Pipeline Financial Group; CEO of Pipeline Financial Group until March 2010 | |
John D. Curtis
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Director; Senior Vice President, General Counsel and Corporate Secretary of The Warranty Group |
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Present Position with ACI or Other | ||
Name | Principal Occupation or Employment | |
James C. McGroddy
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Director; self-employed consultant | |
Harlan F. Seymour
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Director; sole owner of HFS, LLC | |
John M. Shay, Jr.
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Director; President and owner of Fairway Consulting LLC | |
John E. Stokely
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Director; President of JES, Inc. | |
Jan H. Suwinski
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Director; professor of Business Operations at the Samuel Curtis Johnson Graduate School of Management at Cornell University |
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Number of | ||||||||
Common | ||||||||
Shares and | ||||||||
Nature of | Percent of | |||||||
Beneficial | Common Stock | |||||||
Name and Address of Beneficial Owner | Ownership (1) | Outstanding | ||||||
Wellington Management Company, LLP |
4,550,260 | 2 | 8.5 | % | ||||
280 Congress Street Boston, MA 02210 |
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ValueAct SmallCap Master Fund, L.P. and related persons |
3,988,921 | 3 | 7.5 | % | ||||
435 Pacific Avenue Fourth Floor San Francisco, CA 94133 |
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Cramer Rosenthal McGlynn, LLC |
3,978,508 | 4 | 7.5 | % | ||||
520 Madison Ave New York, NY 10022 |
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FMR LLC |
3,485,500 | 5 | 6.5 | % | ||||
82 Devonshire Street Boston, Massachusetts 02109 |
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BlackRock, Inc |
3,364,459 | 6 | 6.3 | % | ||||
40 East 52nd Street New York, NY 10022 |
(1) | In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if that person has or shares voting power or investment power over the security, or has the right to acquire beneficial ownership at any time within 60 days from March 31, 2011. For this table, voting power includes the power to vote or direct the voting of shares and investment |
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power includes the power to dispose or direct the disposition of shares. | ||
(2) | According to Schedule 13G/A filed with the SEC on February 14, 2011, Wellington Management Company, LLP in its capacity as investment adviser, reported that it has shared voting power of 2,233,360 shares and shared dispositive power of 4,550,260 shares which are held of record by its clients. | |
(3) | According to Schedule 13D/A filed with the SEC on September 17, 2010, ValueAct SmallCap Master Fund, L.P., VA SmallCap Partners, LLC, ValueAct SmallCap Management, L.P., ValueAct SmallCap Management, LLC and David Lockwood, the managing member, principal owner and controlling person of VA SmallCap Partners, LLC and ValueAct SmallCap Management, LLC each reported shared voting power and shared dispositive power of 3,998,921 shares. | |
(4) | According to Schedule 13G/A filed with the SEC on February 1, 2011, Cramer Rosenthal McGlynn LLC, in its capacity as investment adviser, reported that it has sole voting power of 3,872,508 shares and sole dispositive power of 3,978,508 shares. | |
(5) | According to Schedule 13G filed with the SEC on February 14, 2011, FMR LLC, in its capacity as investment adviser, and Edward C. Johnson 3d each reported sole voting power of 392,400 shares and sole dispositive power of 3,485,500 shares. |
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of | Restricted | Percent of | ||||||||||||||
Shares | Stock | Beneficial | Common | |||||||||||||
Owned | and Right to | Ownership | Stock | |||||||||||||
Name | (1) | Acquire(2) | Total(3) | Outstanding | ||||||||||||
Directors |
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John W. Spiegel |
42,040 | (4) | 122,500 | 164,540 | * | |||||||||||
Ram Gupta |
19,500 | 67,500 | 87,000 | * | ||||||||||||
M. Douglas Ivester |
212,000 | 137,500 | 349,500 | * | ||||||||||||
Thomas P. Johnson, Jr. |
42,000 | 67,500 | 109,500 | * | ||||||||||||
Gregory J. Owens |
19,500 | 132,500 | 152,000 | * | ||||||||||||
Edward Terino |
16,500 | 52,500 | 69,000 | * |
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Number | ||||||||||||||||
of | Restricted | Percent of | ||||||||||||||
Shares | Stock | Beneficial | Common | |||||||||||||
Owned | and Right to | Ownership | Stock | |||||||||||||
Name | (1) | Acquire(2) | Total(3) | Outstanding | ||||||||||||
Named Executive Officers |
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Johann Dreyer |
158,230 | 1,171,856 | 1,330,086 | 2.4 | ||||||||||||
Paul M. Parrish |
46,674 | 102,883 | 149,557 | * | ||||||||||||
Jan Kruger |
20,076 | 250,779 | 270,855 | * | ||||||||||||
Pierre Naude |
14,337 | 238,414 | 252,751 | * | ||||||||||||
Francois van Shoor |
19,307 | 180,377 | 199,684 | * | ||||||||||||
All directors and
executive officers as
a group |
624,553 | 2,714,686 | 3,339,239 | 6.0 |
(*) | Less than one percent | |
(1) | Excludes shares that may be acquired through the exercise of stock options and the vesting of restricted stock after March 31, 2011. | |
(2) | Represents shares of common stock that can be acquired upon exercise of options within 60 days from March 31, 2011 and all unvested shares of restricted stock as of March 31, 2011. The holders of unvested shares of restricted stock have sole voting power, but not investment power, with respect to such shares. | |
(3) | In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if that person has or shares voting power or investment power over the security, or has the right to acquire beneficial ownership at any time within 60 days from March 31, 2011. For this table, voting power includes the power to vote or direct the voting of shares and investment power includes the power to dispose or direct the disposition of shares. | |
(4) | Includes 41,840 shares held in a revocable trust which Mr. Spiegel has shared voting and investment powers with his wife and 200 shares owned directly by Mr. Spiegels wife, over which he has shared voting and investment power. |
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PRELIMINARY SUBJECT TO COMPLETION, DATED AUGUST 12, 2011 YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of S1 Common Stock for the upcoming Special Meeting of S1 Stockholders. YOU CAN VOTE TODAY IN ONE OF THREE WAYS: 1. Vote by Telephone Please call toll-free in the U.S. or Canada at , on a touch-tone telephone. If outside the U.S. or Canada, call ]. Please follow the simple instructions. You will be required to provide the unique control number printed below. OR 2. Vote by Internet Please access https://www.proxyvotenow.com/sone, and follow the simple instructions. Please note you must type an s after http. You will be required to provide the unique control number printed below. You may vote by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had completed, signed, dated and returned a BLUE proxy card. OR 3. Vote by Mail If you do not wish to vote by telephone or over the Internet, please complete, sign, date and return this BLUE proxy card in the postage-paid envelope provided, or mail to: ACI Worldwide, Inc., c/o Innisfree M&A Incorporated, P.O. Box 5155, FDR Station, New York, New York 10150-5155. TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE AND COMPLETE, SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ACI STRONGLY RECOMMENDS A VOTE AGAINST EACH OF THE FOLLOWING PROPOSALS AGAINST ABSTAIN FOR 1. To approve the issuance of S1 common stock in connection with the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated June 26, 2011, by and among S1 Corporation, Finland Holdings (2011) Ltd. and Fundtech Ltd. 2. Subject to the consummation of the merger, to approve the adoption of a certificate of amendment to the certificate of incorporation of S1 Corporation. 3. To amend the S1 Corporation 2003 Stock Incentive Plan, as Amended and Restated Effective February 26, 2008, to increase the number of shares of S1 common stock available for issuance thereunder. 4. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to S1 Corporations named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable. 5. To approve adjournments or postponements of the special meeting, if necessary, to permit the further solicitation of proxies in favor of the foregoing proposals. , 2011 Date Signature of Stockholders Signatures of Stockholders (if) Title(s) NOTE: Please sign exactly as your name or names appear hereon. If shares are held jointly, both stockholders should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by an authorized person. |
PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE TODAY. TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE AND COMPLETE, SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED THIS PROXY IS SOLICITED BY ACI WORLDWIDE, INC. IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF S1 CORPORATION FOR THE S1 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2011 BLUE PROXY The undersigned, a holder of common stock (the S1 Shares) of S1 (S1), held of record on , 2011, acknowledges receipt of the Proxy Statement of ACI Worldwide, Inc., dated , 2011, and hereby appoints and and each of them, with full power of substitution, proxies for the undersigned to vote as directed herein all shares of S1 common stock which the undersigned would be entitled to vote at the Special Meeting, scheduled to be held on, 2011 at, at, and any adjournment or postponement thereof. EXCEPT AS PROVIDED HEREIN THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATIONS ARE MADE AND YOU HAVE SIGNED THIS PROXY CARD, THIS PROXY WILL BE VOTED (A) AGAINST EACH OF THE FOREGOING PROPOSALS, AND (B) IN THE DISCRETION OF THE NAMED PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF THAT ADVERSELY AFFECTS THE INTERESTS OF ACI WORLDWIDE, INC., AS DETERMINED BY ACI IN ITS SOLE DISCRETION. THIS PROXY WILL REVOKE (OR BE USED BY THE PROXIES TO REVOKE) ANY PRIOR PROXY DELIVERED IN CONNECTION WITH THE PROPOSALS LISTED TO THE EXTENT THAT IT IS VOTED AT THE SPECIAL MEETING AS STIPULATED ABOVE. YOUR VOTE IS VERY IMPORTANT PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE. (continued and to be signed and dated on reverse] |