SAN DIEGO and NORCROSS, Ga., Sept.
23, 2013 /PRNewswire/ -- Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Official
Payments Holdings, Inc. (NASDAQ: OPAY) by ACI Worldwide (NYSE:
ACIW). On September 23, 2013,
the two companies announced the signing of a definitive merger
agreement under which ACI will acquire Official Payments in an all
cash transaction for $8.35 per
share. The boards of directors of both companies have
unanimously approved the transaction. ACI Worldwide will
commence a cash tender offer to purchase all outstanding shares of
common stock, which is expected to close in the fourth quarter of
2013.
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Is the Merger Best for Official Payments and Its
Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at Official Payments is undertaking a fair process to
obtain maximum value and adequately compensate its shareholders in
the merger. As an initial matter, the $8.35 consideration represents a discount of
1.80% based on Official Payment's closing price on
September 20, 2013. This
discount is substantially below the average one-day premium of
50.16% for comparable transactions in the last five years.
Further, on September 2, 2013,
Official Payments announced the company's earnings for its third
quarter 2013, reporting increases in revenue from continuing
operations of $45.8 million for its
fiscal third quarter 2013, an increase of $6.6 million, or 17%, compared to its fiscal
third quarter 2012. Further, net revenue was $13.2 million this third quarter compared to
$11.8 million for the third quarter
2013, an increase of $1.4 million or
12%. With a $2 million increase
in adjusted EBITDA over last year, Alex P.
Hart, President and Chief Executive Officer, stated, "We're
pleased to report positive Adjusted EBITDA from continuing
operations for our seventh consecutive quarter and positive
earnings per share for the first time in several years. Our
platform consolidation project remains on target to be
substantially complete by the end of the calendar year. We
expect significant savings from this project in terms of both
improved operational efficiency and reduced capital expenditures
for the next fiscal year. We're confident that we've
positioned ourselves for even better financial results in fiscal
year 2014."
Given these facts, Robbins Arroyo is examining Official
Payment's board of directors' decision to sell the company to ACI
now rather than allow shareholders to continue to participate in
the company's continued success and future growth prospects, and
whether they are seeking to benefit themselves.
Official Payments shareholders have the option to file a class
action lawsuit to secure the best possible price for shareholders
and the disclosure of material information so shareholders can vote
on the transaction in an informed manner. Official Payments
shareholders interested in information about their rights and
potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003,
ddonahue@robbinsarroyo.com, or via the shareholder information form
on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The firm
represents individual and institutional investors in shareholder
derivative and securities class action lawsuits, and has helped its
clients realize more than $1 billion
of value for themselves and the companies in which they have
invested. For more information, please go to
http://www.robbinsarroyo.com.
Press release link:
http://www.robbinsarroyo.com/shareholders-rights-blog/official-payments-holdings-inc/
Attorney Advertising. Past results do not guarantee a
similar outcome.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
SOURCE Robbins Arroyo LLP