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Subsequent Event | 9 Months Ended
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Sep. 30, 2011
Subsequent Event | 17. Subsequent Event S1 Corporation On October 3, 2011, the Company and S1 Corporation (“S1”) announced that they had entered into a definitive transaction agreement. The Company will acquire S1 for approximately $364 million in cash and 5.9 million shares of the Company’s stock. Under the terms of the transaction, S1 stockholders can elect to receive $10.00 in cash or 0.3148 shares of the Company’s stock for each S1 share they own, subject to proration, such that in the aggregate 33.8% of S1 shares are exchanged for the Company’s shares and 66.2% are exchanged for cash. Based on the closing sales price of the Company’s common stock on September 30, 2011, the blended value of the Company’s proposal is $9.55 per S1 share, assuming full proration. This price will fluctuate with changes in the trading price of the Company’s common stock until the transaction close date. The Company intends to use $90 million of its current cash balance for the acquisition. The Company has obtained commitments from Wells Fargo Securities, LLC to arrange, and Wells Fargo to provide, subject to certain conditions, senior bank financing consisting of up to $450 million under a proposed new secured credit facility, comprising of a $200 million senior secured term loan (the “Term Facility”) and a $250 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Loan Facility”) for financing the remainder of the cash component of the consideration to be paid to S1’s stockholders in connection with the transaction agreement. Additionally, the Company will have the right, but not the obligation, to increase the amount of the Loan Facility by incurring an incremental term loan facility or increasing the Revolving Facility in an aggregate principal amount not to exceed $75 million, subject to certain conditions and under terms to be determined. The transaction is subject to satisfaction of customary closing conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and, if applicable, the termination or expiration of any agreement with the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice not to accept S1 shares for exchange or otherwise consummate the acquisition contemplated by the definitive transaction agreement.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + Details
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