NCR Corporation (NYSE: NCR) today announced that it has completed its
acquisition of Radiant Systems, Inc. (NASDAQ: RADS) through a merger,
with Radiant becoming a wholly owned subsidiary of NCR.
“This acquisition is another demonstration of NCR’s strategy to expand
into high-margin adjacencies and new industry segments, and is a major
milestone towards the realization of our long-term business goals,” said
NCR Chairman and CEO Bill Nuti. “Combining NCR’s global footprint and
services capabilities with Radiant’s advanced software and strong
channel partner network will create a superior portfolio of
multi-channel solutions and bring new value to customers, while
accelerating long-term growth.”
Prior to the merger, NCR acquired approximately 87 percent of Radiant’s
outstanding shares (including all shares subject to guarantees of
delivery) in connection with its previously announced tender offer. NCR
also exercised its option to purchase additional shares of Radiant
common stock that resulted in NCR owning one share more than 90 percent
of the outstanding shares of Radiant, in order for NCR to perform a
“short form” merger under Georgia law.
The aggregate value of the transaction totaled approximately $1.2
billion, excluding costs associated with the repayment of Radiant’s
outstanding debt and fees related to the transaction. With the
completion of the acquisition, Radiant’s common stock ceased to trade on
the NASDAQ Global Select Market following market close today and will be
delisted.
J.P. Morgan Securities LLC and Atlas Strategic Advisors, LLC acted as
financial advisors and Womble Carlyle Sandridge & Rice, PLLC provided
legal advice to NCR. Jefferies & Company, Inc. and SunTrust Robinson
Humphrey, Inc. acted as financial advisors and DLA Piper LLP (US)
provided legal advice to Radiant.
Note to investors - This news release contains forward-looking
statements, including statements as to anticipated or expected results,
beliefs, opinions and future financial performance, within the meaning
of Section 21E of the Securities and Exchange Act of 1934.
Forward-looking statements include projections of revenue, profit growth
and other financial items and future economic performance, among other
things. These forward-looking statements are based on current
expectations and assumptions and involve risks and uncertainties that
could cause NCR’s actual results to differ materially. In addition to
the factors discussed in this release, other risks and uncertainties
include those relating to: the uncertain economic climate, which could
impact the ability of our customers to make capital expenditures,
thereby affecting their ability to purchase our products, and
consolidation in the financial services sector, which could impact our
business by reducing our customer base; the timely development,
production or acquisition and market acceptance of new and existing
products and services (such as self-service technologies), including our
ability to accelerate market acceptance of new products and services;
shifts in market demands, continued competitive factors and pricing
pressures and their impact on our ability to improve gross margins and
profitability, especially in our more mature offerings; the effect of
currency translation; short product cycles, rapidly changing
technologies and maintaining a competitive leadership position with
respect to our solution offerings; tax rates; ability to execute our
business and reengineering plans; turnover of workforce and the ability
to attract and retain skilled employees, especially in light of
continued cost-control measures being taken by the company; availability
and successful exploitation of new acquisition and alliance
opportunities; access to DVD inventory and the conversion to, and market
adoption of, alternative methods of entertainment content delivery;
changes in Generally Accepted Accounting Principles (GAAP) and the
resulting impact, if any, on the company’s accounting policies;
continued efforts to establish and maintain best-in-class internal
information technology and control systems; the success of our pension
strategy; compliance with requirements relating to data privacy and
protection; expected benefits related to the acquisition of Radiant
Systems, Inc. (“Radiant”) not materializing as expected; NCR and Radiant
being unable to successfully implement integration strategies; and other
factors detailed from time to time in the company’s U.S. Securities and
Exchange Commission reports and the company’s annual reports to
stockholders. The company does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a global technology company leading how
the world connects, interacts and transacts with business. NCR’s
assisted- and self-service solutions and comprehensive support services
address the needs of retail, financial, travel, healthcare, hospitality,
entertainment, gaming, public sector, telecom carrier and equipment
organizations in more than 100 countries. NCR (www.ncr.com)
is headquartered in Duluth, Georgia.
NCR is a trademark of NCR Corporation in the United States and other
countries.
