EDFY and SONE Join Forces....SONE to buy EDFY.
(BSNS WIRE) Security First Technologies, FICS and Edify Join Forces to P
Security First Technologies, FICS and Edify Join Forces to Provide Financial
Portal Solutions for Financial Institutions Worldwide
Business/Technology Editors
ATLANTA, BRUSSELS and SANTA CLARA, Calif.--(BUSINESS WIRE)--May
17, 1999--
Security First Technologies to Acquire FICS and Edify;
Combined Transactions Valued at Approximately US $1.4 Billion
New Company to Accelerate Delivery of Financial
Portal Solutions to Financial Services Industry
Security First Technologies (NASDAQ:SONE), a premier provider of
Internet-based applications for the financial services industry, today
announced that it has agreed to join forces with FICS and Edify to
create the preeminent provider of transactional financial portal
solutions for financial institutions worldwide.
Under the agreement, a Security First Technologies' Belgian
subsidiary will acquire FICS Group N.V., a privately held company
based in Brussels, Belgium. In addition, Security First Technologies
has agreed to acquire Edify Corporation (NASDAQ:EDFY) of Santa Clara,
California.
In connection with the FICS transaction, Security First
Technologies will issue 20 million shares of its stock. In the Edify
transaction, Security First Technologies and Edify have agreed to a
fixed exchange ratio whereby Security First Technologies will issue
0.330969 shares for each share of Edify stock or approximately 6.4
million shares in total. Based on Security First Technologies' closing
price of US$54.00 on May 14, 1999, the value of the FICS transaction
is approximately US$1.08 billion, and the value of the Edify
transaction is approximately US$345 million.
James S. Mahan III, Security First Technologies' chief executive
officer, commented, "By combining these three organizations, we are
creating the world's most complete financial portal solutions provider
that is well positioned to take advantage of the explosive growth of
the online financial services market. This strategic business
combination will be the catalyst for accelerating the e-commerce
revolution and propelling the value of financial portal capabilities
throughout the financial services industry."
Collectively, the new organization will deliver a complete set of
solutions that span a financial institution's enterprise, from
consumer banking, brokerage and insurance applications to small
business and corporate electronic banking products to financial
reporting solutions. These applications can be delivered across
multiple access devices and channels, such as Internet, wireless, and
interactive voice response (IVR). The new organization will have
strategic relationships with more than 35 of the top 100 financial
institutions worldwide, including organizations such as:
-- ABN-AMRO
-- BancBoston
-- Bank One
-- Bank of America
-- Bank of East Asia
-- BNP
-- Chase Manhattan
-- Citibank
-- National Australia Bank
-- Royal Bank of Canada
-- United Overseas Bank
Additional Terms of the Agreement
The corporate headquarters for the new company will be in
Atlanta, Georgia, with major operational centers in Brussels, Belgium
and Santa Clara, California. As soon as the acquisitions are complete,
the three organizations will be combined under the name of S1
Corporation.
Mahan will remain CEO of S1. Michel Akkermans, FICS's founder,
CEO and Chairman of the Board, will serve as President and manage
field operations, product strategy, product development, and corporate
marketing. Jeffrey Crowe, Edify's CEO and President, will be
responsible for corporate development strategy, finance and
administration. Both Akkermans and Crowe will join the S1 Board of
Directors, with Akkermans named as Chairman and Crowe as Vice
Chairman. The transactions, both of which will be accounted for on a
purchase accounting basis, are expected to be completed in the fourth
quarter of 1999. Both transactions are subject to customary regulatory
filings and Security First Technologies' shareholder approval. The
Edify transaction also is subject to approval by Edify shareholders.
The acquisition of FICS by the Belgian subsidiary of S1 is also
subject to the subsidiary obtaining financing for the acquisition.
Strengths of the New Organization
The worldwide retail Internet banking applications market was
US$500 million in 1998 and is expected to grow 40 percent annually to
approximately, US$2.7 billion by 2003, according to Dove Associates, a
Boston-based international management consulting firm. The companies
expect that the combined organization will accelerate this growth and
industry expansion.
According to Akkermans, "Together, the new organization will
consist of the most comprehensive set of resources available,
including a combined total of more than 400 developers, more than 600
implementation professionals, and more than US$50 million in R&D
investments on an annual basis. This powerful combination will give
financial institutions a more robust, turn-key financial portal
solution with outsourcing options for greater cost efficiency and
faster time to market, as well as a wide portfolio of additional
software products and services."
Shortly after completion of the acquisitions, customers of the
new organization will begin realizing key benefits, including new
product availability, services for new market segments and data center
hosting capabilities. While the long-term strategy of the new
organization will be to converge to common technology, there are
several points of integration that will be made possible immediately
through the existing S1 Data Center in the U.S.
According to Crowe, "This powerful combination will enable us to
create world class financial portal solutions, incorporating
transactional capabilities, content and one-to-one marketing. We will
be unique in our ability to deliver additional functionality that
helps our financial institutions enhance customer retention, increase
revenue opportunities and create new competitive advantages."
Intuit Corporation to Invest $50 Million in Security First
Technologies
In a separate agreement announced today, Security First
Technologies and Intuit Inc. (NASDAQ:INTU) and its affiliates
announced that the companies have entered into a strategic alliance to
deliver online personal financial software and services to financial
institutions. Under the terms of the multi-faceted agreement, the
companies will exchange technologies in an effort to deliver the
world's leading interactive financial management software and
Internet-based financial tools to financial institutions. The two
companies also agreed that in exchange for an investment of US$50
million, Intuit will receive approximately 971,000 shares of Security
First Technologies stock at an average10-day trailing price of
US$51.50 per share. Additionally, Intuit receives options to purchase
5,429,000 shares of Security First Technologies.
Security First Technologies Information
Consistently delivering on its original vision of providing an
end-to-end financial portal solution to financial institutions and a
consolidated view of an end user's financial landscape, Security First
Technologies is recognized as an industry leader in providing
Internet-based applications for the U.S. financial services industry.
Its applications served as the backbone for the world's first Internet
bank, Security First Network Bank, which provided Security First
Technologies with a strategic insight into a financial institutions'
needs as it expands into this alternative delivery channel. The
company's unique, long-term revenue model and a market capitalization
exceeding US$2.0 billion have contributed significantly to Security
First Technologies' leadership position in these transactions. For the
year ended December 31, 1998, Security First Technologies reported
revenues were US$24.2 million.
The company builds, delivers and operates integrated,
transactional and brandable Internet applications for financial
institutions. Security First Technologies' secure solutions are
available for in-house implementation or can be outsourced to its Data
Center. Security First Technologies also offers training, product
integration and customer service center outsourcing. Through direct
sales and channel partnerships, Security First Technologies provides
software applications and technology to more than 100 financial
entities, including 14 of the top 100 U.S. financial institutions.
Security First Technologies has more than 375 employees worldwide and
can be reached at www.s1.com.
FICS Information
FICS enriches the enterprise-wide solution set to be delivered by
the new organization in several key areas: corporate electronic
banking, Java-based Internet banking and central bank reporting
software. FICS also brings expertise in smart card development and
wireless technology. In addition, the company's worldwide presence
gives the new entity an immediate operational presence in 10
countries, and a customer base in 26 countries.
FICS was founded in 1989 by Michel Akkermans, current CEO and
Chairman. FICS has since grown exponentially to become one of the
world's leading software companies in the field of regulatory
financial reporting and remote electronic banking. FICS today employs
more than 650 people across 12 locations in 10 countries: Australia,
Belgium (headquarters), France, Luxembourg, Portugal, the Netherlands,
Spain, the United Kingdom and the United States. FICS' website is at
www.ficsgrp.com
Edify Information
Edify is a global leader in Internet and voice e-Commerce
solutions, and brings S1 the means to automate, integrate, and
personalize interactions with customers through multiple channels.
Edify also brings an extensive customer base of both large and
mid-sized financial institutions, including more than 300 financial
services institutions and more than 1,250 organizations. In addition,
Edify's Electronic Banking System will remain the on-premise solution
for the combined companies.
Edify's Electronic Workforce server software provides a scalable,
Windows NT-based platform for building applications that span speech
recognition, IVR, fax and Internet. Additionally, through Edify's 470
employees, the new company will gain increased knowledge of NT-based
and small businesses programming capabilities and additional project
management bench strength to more effectively develop Internet banking
applications and enhancements. Furthermore, through Edify's Santa
Clara offices, the new company will have a valuable Silicon Valley
presence. Edify also brings strategic partnerships with technology
leaders such as Microsoft, IBM, NCR and BellSouth. Edify software is
distributed directly and through leading solutions providers,
application partners, and distributors worldwide.
BancBoston Robertson Stephens is acting as financial adviser to
Security First; Goldman Sachs is advising Edify; CS First Boston is
advising FICS.
Forward-looking statements
Statements in this news release concerning future results,
performance, expectations or intentions are forward-looking
statements. Actual results, performance or developments may differ
materially from forward-looking statements as a result of known or
unknown risks, uncertainties and other factors, including those
identified in the Company's filings with the Securities and Exchange
Commission, press releases and other public communications.
Security First Technologies is a registered trademark and S1 is a
trademark of Security First Technologies Corporation. All other
Company and product names may be trademarks of their respective
owners.
Edify and Electronic Workforce are registered trademarks, and
Electronic Banking System and Employee Service System are trademarks
of Edify Corporation. All other Company and product names may be
trademarks of their respective owners.
--30--mp/bos*
CONTACT: Security First Technologies
Marcy Theobald, (404) 812-6254
mtheobal@s1.com
OR
Sterling Hager, Inc.
Tracey Frederickson, (617) 926-6665 x126
tfrederickson@sterlinghager.com
OR
Kekst and Company
Eric Berman, 212-521-4800
eric-berman@kekst.com
OR
Edify Corporation
Renee Wildman, (408) 982-2014
reneew@edify.com
OR
FICS Group
Aliki Steen, +32 2 714 42 20
aliki.steen@ficsgrp.com
KEYWORD: GEORGIA CALIFORNIA INTERNATIONAL EUROPE
INDUSTRY KEYWORD: COMED COMPUTERS/ELECTRONICS
INTERACTIVE/MULTIMEDIA/INTERNET
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