EmailFundtech (FNDT $20.42 +0.84) shareholders will receive 2.72 shares of S1 common stock for each Fundtech ordinary share they own. Upon closing of the transaction, S1 shareholders will own approximately 55 percent and Fundtech shareholders approximately 45 percent of the combined company.
The transaction is expected to be accretive to S1's 2012 Non-GAAP earnings per share. Non-GAAP earnings exclude purchase accounting adjustments to deferred revenues as well as stock-based compensation expenses, amortization of intangibles, one-time charges including integration costs and other non-cash charges.
The transaction, which is structured as a tax-free exchange of shares for Fundtech's United States shareholders, is subject to approval by S1 and Fundtech shareholders, receipt of regulatory approvals, Israeli court approval, and the satisfaction of customary closing conditions.
Fundtech's largest shareholder, Clal Industries and Investments Ltd., which currently owns approximately 58% of the outstanding ordinary shares of Fundtech, has entered into a voting agreement with S1 pursuant to which it has agreed, subject to the terms and conditions thereof, to vote in favor of the transaction. S1 and Fundtech expect to complete the transaction in the fourth quarter of 2011.
