NCR Voyix Corporation (NYSE: VYX) (“NCR Voyix” or “the
Company”), a leading global provider of digital commerce solutions,
and Veritas Capital (“Veritas”), a leading investor at the
intersection of technology and government, today announced the
signing of a definitive agreement under which an affiliate of
Veritas has agreed to acquire NCR Voyix’s cloud-based digital
banking business for $2.45 billion in cash plus future additional
contingent consideration of up to $100 million.
NCR Voyix’s digital banking platform is currently the largest
independent platform of its kind in the United States. With the
industry’s most comprehensive, digital-first product suite, the
business seeks to transform consumer and business digital banking
with a seamless customer experience across channels in a simple,
secure and top-rated user experience. It currently serves more than
1,300 top-tier financial institutions and over 20 million active
users. The business is positioned to build on its strong market
presence and leverage its modern platform to win new customers and
develop new products to expand its value proposition as a
standalone company.
“We believe that Veritas, as a leading technology investor, is
the ideal owner of our digital banking business, as they will
continue to invest in market-leading products and solutions to meet
the needs of our valued financial institution customers,” said
David Wilkinson, CEO of NCR Voyix. “This transaction allows us to
drive value for our shareholders by strengthening our financial
position and focusing on our core restaurant and retail
customers.”
“The digital-first banking platform is a pioneer in mobile and
online banking with a superior value proposition and significant
runway for growth,” said Ramzi Musallam, Chief Executive Officer
and Managing Partner of Veritas. “We believe the platform
represents a compelling opportunity to invest in a set of
mission-critical solutions that will empower both community and
enterprise financial institutions and provide new and innovative
banking tools to millions of users.”
“Our Digital-First solution suite has been strategically
designed to grow and expand with our customers over time as their
retail and business banking distribution and customer engagement
strategies evolve,” said Brendan Tansill, Executive Vice President
and President of Digital Banking for NCR Voyix. “Veritas brings a
proven track record of successfully executing similar business
carveouts and subsequently driving growth. We look forward to
working alongside their experienced team as we continue to pursue
commerce and banking innovations that help our customers and their
users succeed.”
This transaction is part of the Company’s ongoing efforts to
streamline its operations to focus specifically on its core
software and services offerings for restaurants and retailers
around the world. NCR Voyix expects to use the proceeds of the
transaction to accelerate the achievement of certain financial
objectives, including de-levering the balance sheet, which will
enable greater strategic investment in the Company’s core
businesses.
Transaction Details
The transaction has been approved by NCR Voyix’s Board of
Directors and is expected to close by year-end, subject to
customary closing conditions, including regulatory approvals.
Pursuant to the terms of the definitive agreement, Veritas will
acquire the assets of the NCR Voyix Digital Banking business for a
purchase price of $2.45 billion plus future additional contingent
consideration of up to $100 million.
Conference Call
NCR Voyix will host a conference call and webcast today, August
6, 2024, at 8:00 a.m. Eastern Time to discuss the Company’s second
quarter financial results and business highlights, as well as
details about the transaction. Access to the webcast and the
accompanying slides are available on the Investor Relations section
of the Company’s website at https://investor.ncrvoyix.com. A replay
of the audio webcast will be archived on the Company’s website
following the live event.
More information on the Company’s second quarter earnings is
available on the NCR Voyix Investor Relations section of the
Company’s website at https://investor.ncrvoyix.com.
Advisors
Goldman Sachs & Co. LLC served as financial advisor and King
& Spalding served as legal counsel to NCR Voyix. Evercore
served as financial advisor and Gibson, Dunn & Crutcher LLP is
acting as legal counsel to Veritas.
About NCR Voyix
NCR Voyix Corporation (NYSE: VYX) is a leading global provider
of digital commerce solutions for the retail, restaurant, and
digital banking industries. NCR Voyix transforms retail stores,
restaurant systems and digital banking experiences with
comprehensive, platform-led SaaS and services capabilities. NCR
Voyix is headquartered in Atlanta, Georgia, with customers in more
than 30 countries across the globe.
Website: https://investor.ncrvoyix.com Twitter:
https://www.x.com/ncr_voyix/ Facebook:
https://www.facebook.com/ncrcorp Instagram:
https://www.instagram.com/ncrvoyix/ LinkedIn:
https://www.linkedin.com/company/ncrvoyix/ YouTube:
https://www.youtube.com/@ncrvoyix
About Veritas Capital
Veritas is a longstanding technology investor with over $40
billion of assets under management and a focus on companies
operating at the intersection of technology and government. The
firm invests in companies that provide critical products, software,
and services, primarily technology and technology-enabled
solutions, to government and commercial customers worldwide.
Veritas seeks to create value by strategically transforming the
companies in which it invests through organic and inorganic means.
Leveraging technology to make a positive impact across vitally
important areas, such as healthcare, education, and national
security, is core to the firm. Veritas is a proud steward of
national assets, improving the quality of healthcare while reducing
cost, advancing our educational system, and protecting our nation
and allies. For more information, visit www.veritascapital.com.
Forward-Looking Statements
This release includes statements which may constitute
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
the accuracy of which are necessarily subject to risks,
uncertainties, and assumptions as to future events that may not
prove to be accurate. In some cases, you can identify
forward-looking statements by the use of words such as “may,”
“could,” “expect,” “intend,” “plan,” “target,” “seek,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” or
“continue” or the negative of these terms or other comparable
terminology. These statements include, but are not limited to,
express or implied forward-looking statements relating to our
expectations regarding the Company’s sale of its cloud-based
digital banking business, including the estimated proceeds from the
sale and the timing of the expected completion of the sale. These
statements are neither promises nor guarantees, but are subject to
a variety of risks and uncertainties, many of which are beyond our
control, which could cause actual results, levels of activity,
performance or achievements to differ materially from those
contemplated in these forward-looking statements. Investors and
others are cautioned not to place undue reliance on forward-looking
statements. Factors that could cause actual results to differ
materially from those expressed or implied include our ability to
achieve some or all of the expected benefits of the sale of the
digital banking business, our ability to perform under our
agreements with Veritas Capital, our ability to successfully
complete the sale, and the other risks and uncertainties further
described in the “Risk Factors” section of the Company’s most
recent Annual Report on Form 10-K, and in the Company’s subsequent
Quarterly Reports on Form 10-Q, as well as in the Company’s other
reports filed with or furnished to the U.S. Securities and Exchange
Commission, available at www.sec.gov. Forward-looking statements
should be considered in light of these risks and uncertainties.
These forward-looking statements speak only as of the date of this
Current Report on Form 8-K or as of the date to which they refer,
and NCR Voyix assumes no obligation to update any forward-looking
statements as a result of new information or future events or
developments, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240805955350/en/
NCR Voyix: News Media Contact Susan Sloan
media.relations@ncrvoyix.com
Investor Contact Alan Katz alan.katz@ncrvoyix.com Veritas
Capital: News Media Contact Prosek Partners
Pro-Veritas@Prosek.com
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