Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 22 2013 - 4:24PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
OFFICIAL
PAYMENTS HOLDINGS, INC.
(Name of Subject Company)
OFFICIAL PAYMENTS HOLDINGS, INC.
(Name of Person Filing Statement)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
676235104
(CUSIP Number
of Class of Securities)
Alex P. Hart
President
and Chief Executive Officer
3550 Engineering Drive
Suite 400
Norcross, GA
30092
(770) 325-3100
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With
copies to:
David Breach
Jeffrey Symons
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 (
Amendment No. 2
) amends and supplements the
Schedule 14D-9 filed with the Securities and Exchange Commission on October 4, 2013 by Official Payments Holdings, Inc., a Delaware corporation (the
Company
), as amended by Amendment No. 1 on October 18, 2013 (the
Schedule 14D-9
), relating to the tender offer by ACI Worldwide, Inc., a Delaware corporation (
ACI
), to purchase all of the issued and outstanding shares of common stock of the Company (
Shares
)
at a price per Share equal to $8.35 in cash, net to the seller, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 4, 2013 and in the related
Letter of Transmittal.
The information in the Schedule 14D-9 is incorporated in this Amendment No. 2 by reference to all of the
applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 2. Capitalized terms used in this Amendment No. 2 without definition shall
have the meanings specified in the Schedule 14D-9.
Reasons for the Recommendation of the Company Board
Item 4.
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The Solicitation or Recommendation.
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Item 4, The Solicitation or
Recommendation is hereby amended as follows:
Background of the Offer; Reasons for the Recommendation of the Company Board.
Reasons for the Recommendation of the Company Board.
The heading
William Blair Fairness Opinion
on page 20 of the Schedule 14D-9 is hereby amended and restated in its entirety
to read as follows:
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William Blair Fairness Opinion
. The Company Board considered the financial analysis provided by William Blair, including its opinion that, as of September 21, 2013, and based upon and subject to the
qualifications, limitations and assumptions stated in its opinion, the Offer Price to be paid to the holders of Shares pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders. In considering this analysis and
opinion, the Company Board noted that while the Offer Price was below some of the valuation ranges implied by the selected public company analysis, the discounted cash flow analysis and the leveraged acquisition analysis, it was also within or above
some of the other valuation ranges implied by these analyses and was within or above the valuation ranges implied by the selected precedent transaction analysis. The Company Board did not draw any conclusions from any individual factor in isolation
and took into account the valuation analyses and ranges as a whole. For more information about William Blairs opinion, see below under the heading Opinion of the Companys Financial Advisor.
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Item 8.
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Additional Information.
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Item 8, Additional Information is hereby
amended as follows:
Additional Information.
Appraisal Rights.
The last paragraph of
the section Appraisal Rights, immediately prior to heading
Written Demand by the Record Holder,
appearing on pages 32 of the Schedule 14D-9 is hereby amended and restated in its entirety to read as follows:
If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:
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on or prior to the first business day occurring on or after the date on which the Merger Sub shall have accepted the Shares for payment in the Offer (which is expected to occur on November 4, 2013, assuming that
the Merger Sub shall have accepted the Shares for payment immediately following the Expiration Time at midnight at the end of the day on November 1), deliver to the Company at the address indicated below a written demand for appraisal of Shares
held, which demand must reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal;
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not tender the Shares in the Offer; and
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continuously hold the Shares from the date on which the demand for appraisal is made though the Effective Time.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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OFFICIAL PAYMENTS HOLDINGS, INC.
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By:
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/s/ A
LEX
P. H
ART
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Name:
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Alex P. Hart
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Title:
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President and Chief Executive Officer
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Dated: October 22, 2013
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