Accelerates NCR-as-a-Service Strategy and
Expands Opportunities in Payments
Transaction Expected to be Accretive to NCR
Earnings in First Full Year
NCR Corporation (NYSE: NCR), a global enterprise technology
provider for the financial, retail and hospitality industries, and
Cardtronics (Nasdaq: CATM), the world’s largest non-bank ATM
operator and service provider, today announced that they have
entered into a definitive agreement under which NCR will acquire
all outstanding shares of Cardtronics for $39.00 per share in an
all-cash transaction with an enterprise value of approximately $2.5
billion, including debt. The transaction has been approved by the
Boards of Directors of both companies.
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“This transaction accelerates the NCR-as-a-Service strategy we
laid out at Investor Day in December, further shifts NCR’s revenue
mix to software, services and recurring revenue, and adds value for
our customers,” said Michael D. Hayford, President and Chief
Executive Officer of NCR. “We have had a long-standing relationship
with Cardtronics and its outstanding team. Its Allpoint network is
highly complementary to NCR’s payments platform, and the combined
company will be able to seamlessly connect retail and banking
customers. Simply put, we are better together.”
“We are pleased to announce this compelling transaction, which
will deliver superior value to our shareholders,” said Edward H.
West, Chief Executive Officer of Cardtronics. “This is a testament
to the strength and value of Cardtronics, our talented team and
customer base, and the complementary nature of our two businesses.
Our Board determined that this transaction, which follows a
comprehensive process and review of alternatives, is in the best
interest of Cardtronics and our shareholders.”
The combined company is expected to achieve $100-$120 million in
run rate operating cost synergies by the end of 2022. The
transaction is expected to be accretive to NCR’s non-GAAP EPS in
the first full year following the close of the transaction.
NCR plans to finance the transaction with cash on hand and fully
committed financing from Bank of America, N.A. The transaction is
expected to close in mid-year 2021, subject to receipt of
regulatory approvals and satisfaction of customary closing
conditions, including approval by Cardtronics’ shareholders. Upon
completion of the transaction, Cardtronics will become a privately
held company and Cardtronics’ common shares will no longer be
listed on any public market.
Prior to entry into the agreement with NCR, Cardtronics
terminated its previously announced acquisition agreement with an
entity affiliated with funds managed by affiliates of Apollo Global
Management, Inc. in accordance with the terms of the acquisition
agreement. In connection with the termination, NCR paid the
termination fee of $32.6M in accordance with the terms of the
acquisition agreement.
BofA Securities is serving as financial advisor to NCR and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel. Goldman Sachs & Co. LLC is serving as financial
advisor to Cardtronics, and Weil, Gotshal & Manges LLP and
Ashurst LLP are serving as legal counsel.
Conference Call and Webcast Details
NCR will host a conference call today at 9:00 a.m. Eastern Time
for the investment community, to discuss the transaction. Access to
the conference call and accompanying slides, as well as a replay of
the call, are available on NCR's web site at
http://investor.ncr.com. Additionally, the live call can be
accessed at https://app.wc1.kontiki.com/event/bzckoz8iva.
Investor Presentation
NCR has posted an updated investor presentation with more
information about the transaction to its website at
http://investor.ncr.com.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leading software- and
services-led enterprise provider in the financial, retail and
hospitality industries. NCR is headquartered in Atlanta, Ga., with
36,000 employees globally. NCR is a trademark of NCR Corporation in
the United States and other countries.
Web site: www.ncr.com Twitter: @NCRCorporation Facebook:
www.facebook.com/ncrcorp LinkedIn:
www.linkedin.com/company/ncr-corporation YouTube:
www.youtube.com/user/ncrcorporation
About Cardtronics
Cardtronics is the trusted leader in financial self-service,
enabling cash transactions at over 285,000 ATMs across 10 countries
in North America, Europe, Asia-Pacific, and Africa. With our scale,
expertise and innovation, top-tier merchants and businesses of all
sizes use our ATM solutions to drive growth, in-store traffic, and
retail transactions. Financial services providers rely on
Cardtronics to deliver superior service at their own ATMs, on
Cardtronics ATMs where they place their brand, and through
Cardtronics' Allpoint Network, the world’s largest retail based
surcharge-free ATM network, with over 55,000 locations. As
champions of cash, Cardtronics converts digital currency into
physical cash, driving payments choice for businesses and consumers
alike. Learn more about Cardtronics by visiting www.cardtronics.com
and by following us on LinkedIn and Twitter.
Additional Information and Where to Find It
This communication may be deemed solicitation material in
respect of the proposed acquisition of Cardtronics by NCR. This
communication does not constitute a solicitation of any vote or
approval. In connection with the proposed transaction, Cardtronics
plans to file with the SEC and mail or otherwise provide to its
shareholders a proxy statement regarding the proposed transaction.
Cardtronics may also file other documents with the SEC regarding
the proposed transaction. This document is not a substitute for the
proxy statement or any other document that may be filed by
Cardtronics with the SEC.
BEFORE MAKING ANY VOTING DECISION, CARDTRONICS’ SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CARDTRONICS WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at Cardtronics
shareholder meetings to approve the proposed transaction, the
scheme of arrangement or related matters, or other responses in
relation to the proposed transaction, should be made only on the
basis of the information contained in Cardtronics’ proxy statement
(including the scheme documentation). Shareholders may obtain a
free copy of the proxy statement and other documents Cardtronics
files with the SEC (when available) through the website maintained
by the SEC at www.sec.gov. Cardtronics makes available free of
charge on its investor relations website at ir.cardtronics.com
copies of materials it files with, or furnishes to, the SEC.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
The proposed transaction will be implemented solely pursuant to
the scheme of arrangement, subject to the terms and conditions of
the Acquisition Agreement between NCR and Cardtronics, dated
January 25, 2021, which contain the full terms and conditions of
the proposed transaction.
Participants in the Solicitation
Cardtronics, NCR and certain of their respective directors,
executive officers and certain employees and other persons may be
deemed to be participants in the solicitation of proxies from
Cardtronics’ shareholders in connection with the proposed
transaction. Security holders may obtain information regarding the
names, affiliations and interests of Cardtronics’ directors and
executive officers in Cardtronics’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2019, which was filed with the
SEC on March 2, 2020, and its definitive proxy statement for the
2020 annual general meeting of shareholders, which was filed with
the SEC on April 1, 2020. To the extent the holdings of
Cardtronics’ securities by Cardtronics’ directors and executive
officers have changed since the amounts set forth in Cardtronics’
proxy statement for its 2020 annual general meeting of
shareholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Security holders may obtain information regarding the names,
affiliations and interests of NCR’s directors and executive
officers in NCR’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with the SEC on February
28, 2020, and its definitive proxy statement for the 2020 annual
general meeting of shareholders, which was filed with the SEC on
March 12, 2020. Investors may obtain additional information
regarding the interests of participants in the solicitation of
proxies from Cardtronics’ shareholders in connection with in the
proposed transaction, which may, in some cases, be different than
those of Cardtronics’ shareholders generally, by reading the proxy
statement relating to the proposed transaction when it is filed
with the SEC and other materials that may be filed with the SEC in
connection with the proposed transaction when they become
available. These documents (when available) may be obtained free of
charge from the SEC’s website at www.sec.gov and the investor
relations page of the Company’s website at ir.cardtronics.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the “Act”), including
statements containing the words “expect,” “intend,” “plan,”
“believe,” “will,” “should,” “would,” “could,” "may," and words of
similar meaning, as well as other words or expressions referencing
future events, conditions or circumstances. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Act.
Statements that describe or relate to NCR’s or Cardtronics’ plans,
goals, intentions, strategies, or financial outlook, and statements
that do not relate to historical or current fact, are examples of
forward-looking statements. Examples of forward-looking statements
include, without limitation, statements regarding NCR’s and
Cardtronics’ plans to manage their respective business through the
novel strain of the coronavirus identified in late 2019
(“COVID-19”) pandemic and the health and safety of our customers
and employees; the expected impact of the COVID-19 pandemic on
NCR’s Banking, Retail and Hospitality segments including the impact
on NCR’s customers’ businesses and their ability to pay;
expectations regarding NCR’s or Cardtronics’ respective operating
goals and actions to manage these goals; expectations regarding
cost and revenue synergies; expectations regarding NCR’s or
Cardtronics’ cash flow generation, cash reserve, liquidity,
financial flexibility and impact of the COVID-19 pandemic on NCR’s
and Cardtronics’ respective employee bases; expectations regarding
NCR’s and Cardtronics’ respective abilities to capitalize on market
opportunities; expectations regarding leveraging the debit network
to monetize payment transactions; expectations regarding accretion;
expectations regarding long-term strategy and our ability to create
stockholder value; NCR’s or Cardtronics’ respective financial
outlook; expectations regarding NCR’s continued focus on our
long-term fundamentals, including, but, not limited to, execution
of NCR's recurring revenue strategy and accelerated growth
including its transformation to an as-a-Service company; NCR’s
expected areas of focus to drive growth and create long-term
stockholder value; the effect of the announcement of the proposed
transaction on the ability of Cardtronics to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom Cardtronics does business, or on Cardtronics
operating results and business generally; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the proposed
transaction; the outcome of any legal proceedings related to the
proposed transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
acquisition agreement; the ability of the parties to consummate the
proposed transaction on a timely basis or at all; the satisfaction
of the conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals
on the terms expected, at all or in a timely manner; the ability of
the NCR to implement its plans, forecasts and other expectations
with respect to its business after the completion of the proposed
transaction and realize expected benefits; business disruption
following the proposed transaction. Forward-looking statements are
not guarantees of future performance, and there are a number of
important factors that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements, including those factors listed in Item
1a "Risk Factors" of NCR's Annual Report on Form 10-K filed with
the U. S. Securities and Exchange Commission (SEC) on February 28,
2020 and Cardtronics’ Annual Report on Form 10-K filed with the SEC
on March 2, 2020, and those factors detailed from time to time in
NCR's and Cardtronics’ other SEC reports including quarterly
reports on Form 10-Q and current reports on Form 8-K. Neither NCR
nor Cardtronics undertakes any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as otherwise
required by law.
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NCR Investor Contact Michael Nelson NCR Corporation
678-808-6995 michael.nelson@ncr.com NCR Media Contacts Scott
Sykes NCR Corporation 212-589-8428 scott.sykes@ncr.com OR George
Sard/Stephen Pettibone/Zachary Tramonti Sard Verbinnen & Co.
NCR-SVC@sardverb.com Cardtronics Investor Relations Brad
Conrad 832-308-4000 ir@cardtronics.com Cardtronics Media
Relations Lisa Albiston 832-308-4000
corporatecommunications@cardtronics.com OR Eric Brielmann / Scott
Bisang Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
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