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The Carlyle Group and Kennet Partners to acquire FRS Global from S1 Corporation

August 14, 2006,
by volcanic

Appoints Steven Husk as Executive Chairman and Alain Tayenne as Chief Executive Officer

Global private equity firm The Carlyle Group and technology investor Kennet Partners today announce that they have acquired FRS Global from S1 Corporation (NASDAQ: SONE). Financial terms are not disclosed.

At the same time, FRS Global is pleased to announce the appointments of Steven Husk, formerly President of the Trading & Risk division of SunGard Data Systems, as Executive Chairman of the company, and Alain Tayenne, who successfully led the company as General Manager, as Chief Executive Officer. Husk and Tayenne will work closely together enabling FRS Global to reinforce its position as market leader in financial regulatory and compliance reporting.

FRS Global is headquartered in Belgium and employs 190 people. It has the largest installed customer base in the sector, with over 900 customers worldwide, including HSBC, Citibank, JP Morgan, HBOS, Wachovia, Bank of Montreal, BBVA, BNP Paribas, Royal Bank of Canada, and UBS among others. FRS is the only company to provide software to automate the process of regulatory reporting in more than 25 countries around the world and for multiple regulatory regimes including Basel II, Sarbanes-Oxley and IFRS. FRS provides its solutions on a subscription basis, enabling customers to respond instantly to changes in the regulatory environment and to remain compliant in their worldwide operations.

Michael Wand, Director, The Carlyle Group said, "FRS is the leading regulatory and compliance software vendor in the financial services industry. With an evermore complex risk and compliance market, driven by a continuous wave of regulation in the financial services sector, we believe this market is critical for the industry. FRS provides an outstanding technology-driven 'knowledge' service to enable financial institutions to manage their regulatory reporting and compliance activities, and we believe the business will continue to grow significantly in the coming years."

Maximilian Bleyleben, Director, Kennet Partners said, "Increasingly, banks around the world find that the only way to control the spiraling costs of compliance is to standardise the management of operational and financial data. FRS enables them to maintain a single, robust source of financial data and provides end-to-end applications for regulatory reporting, Basel II compliance, operational risk management and business performance management. As the only company in its sector to provide global regulatory coverage, FRS is uniquely positioned to be a leader in the financial compliance and analytics market."

Alain Tayenne, CEO of FRS said: "We are delighted that The Carlyle Group and Kennet Partners have chosen to invest in FRS. Over the past years we have delivered consistent growth and have successfully marketed industry-leading solutions and expanded into new geographies. This investment reflects Carlyle and Kennet's support for our strategy and commitment to becoming the premier provider of compliance, risk and reporting solutions for financial institutions."

Executive Chairman Steve Husk commented on his appointment: "I am delighted to join FRS and work with an experienced and devoted team that has not only proven its ability to build a highly flourishing business globally, but also has the vision and capability to merge regulatory risk and performance requirements into a single solution."

This is Carlyle's fifth investment from its dedicated European technology fund, Carlyle Europe Technology Partners L.P. (CETP), which closed in May 2006 with €222 million in equity commitments. The fund focuses on small buyouts and growth capital investments in technology companies across Europe with an enterprise value of between €25 million and €200 million. Other investments include NP Aerospace in October 2005, UC4 Software in March 2006, Transics in May 2006 and Global Media in July 2006.

Kennet Partners is an experienced growth capital investor in Europe and the US, specialising in working with innovative technology companies targeting global markets. FRS complements earlier investments from Kennet's second fund, such as Clearswift, Volantis Systems, Adviva Media, Kapow Technologies, Sequans Communications and eProject. Kennet manages over $280m in funds and operates from offices in London and San Francisco.

About The Carlyle Group

The Carlyle Group is a global private equity firm with $42 billion under management. Carlyle invests in buyouts, growth capital, real estate and leveraged finance in North America, Europe and Asia, focusing on technology & business services, telecommunications & media, aerospace, automotive & transportation, consumer & retail, energy & power, healthcare and industrial. Since 1987, the firm has invested $19.7 billion of equity in 500 transactions. The Carlyle Group employs more than 670 people in 15 countries.

About Kennet Partners

Founded in 1997, Kennet Partners is a leading international private equity firm which provides expansion capital to technology companies, including enterprise software, IT services and solutions, digital media, communication technologies and semiconductor products. Kennet works with entrepreneurs that want to accelerate growth and build exceptional shareholder value in partnership with an experienced investor. Notable Kennet investments have included ChipIdea Microelectronics, Cramer Systems (acquisition announced by Amdocs), Altitun (acquired by ADC Telecommunications), Paragon Software (acquired by Openwave), No Wires Needed (acquired by Intersil), and Ubizen (acquired by Cybertrust). Kennet Partners acts as an advisor to Kennet II LP, a Guernsey limited partnership.