NCR
Corporation (NYSE: NCR) today announced that it has completed
its acquisition of Retalix Ltd. (NASDAQ: RTLX), a leading global
provider of innovative retail software and services.
“This acquisition is another demonstration of NCR’s commitment to global
innovation, leadership and delivering a world-class portfolio of
solutions that create significant value for our shareholders and
customers,” said NCR Chairman and CEO, Bill Nuti. “Retalix’s
market-leading software, services capabilities, and exceptional talent
are a strategic fit for NCR, and support our continued focus on a future
driven by software, wrapped elegantly in hardware and services.”
In the transaction, NCR is paying a cash purchase price of $30.00 per
Retalix share, implying a transaction value of approximately $650
million, excluding transaction related fees. With the completion of the
transaction, Retalix became a wholly owned subsidiary of NCR, and its
common stock ceased to trade on the NASDAQ Global Select Market and Tel
Aviv Stock Exchange and will be delisted.
J.P. Morgan acted as exclusive financial advisor and Morrison & Foerster
LLP and Amit, Pollak, Matalon & Co. provided legal advice to NCR.
Jefferies & Co., Inc. acted as financial advisor and Meitar Liquornik
Geva & Leshem Brandwein provided legal advice to Retalix Ltd.
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, hospitality, gaming,
public sector, telecom carrier and equipment organizations in more than
100 countries. NCR (www.ncr.com)
is headquartered in Duluth, Georgia.
NCR's web site (www.ncr.com)
contains a significant amount of information about NCR, including
financial and other information for investors (http://investor.ncr.com.).
NCR encourages investors to visit its web site from time to time, as
information is updated and new information is posted.
NCR is a trademark of NCR Corporation in the United States and other
countries.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements use words such as “seek,” "potential,” “expect,” “strive,”
“continue,” “continuously,” “accelerate,” “anticipate”, “outlook”,
“intend”, “plan”, “target” and other similar expressions or future or
conditional verbs such as “will,” “should,” “would” and “could”. They
include statements about NCR's plans for and expectations regarding the
business of Retalix Ltd.; discussions of other strategic initiatives and
related actions; and beliefs, expectations, intentions and strategies,
among other things. Forward-looking statements are based on management's
current beliefs, expectations and assumptions, and involve a number of
known and unknown risks and uncertainties, many of which are out of
NCR's control.
Forward-looking statements are not guarantees of future performance, and
there are a number of factors, risks and uncertainties that could cause
actual outcomes and results to differ materially from the results
contemplated by such forward-looking statements. In addition to the
factors discussed in this release, these other factors, risks and
uncertainties include those relating to: domestic and global economic
and credit conditions, including the ongoing sovereign debt conditions
in Europe, which could impact the ability of NCR's customers to make
capital expenditures, purchase NCR's products and pay accounts
receivable, drive further consolidation in the financial services sector
and reduce NCR's customer base; other business and legal risks
associated with multinational operations; the financial covenants in
NCR's secured credit facility and their impact on NCR's financial and
business operations; NCR's indebtedness and the impact that it may have
on NCR's financial and operating activities and NCR's ability to incur
additional debt; the adequacy of NCR's future cash flows to service
NCR's indebtedness; the variable interest rates borne by NCR's
indebtedness and the effects of changes in those rates; shifts in market
demands, continued competitive factors and pricing pressures and their
impact on NCR's ability to improve gross margins and profitability,
especially in NCR's more mature offerings; manufacturing disruptions
affecting product quality or delivery times; the effect of currency
translation; NCR's ability to achieve targeted cost reductions; short
product cycles, rapidly changing technologies and maintaining a
competitive leadership position with respect to NCR's solution
offerings; tax rates; ability to execute NCR's 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 NCR; availability and successful
exploitation of new acquisition and alliance opportunities; NCR's
ability to sell higher-margin software and services in addition to NCR's
hardware; the timely development, production or acquisition and market
acceptance of new and existing products and services (such as
self-service technologies), including NCR's ability to accelerate market
acceptance of new products and services; changes in Generally Accepted
Accounting Principles (GAAP) and the resulting impact, if any, on NCR's
accounting policies; continued efforts to establish and maintain
best-in-class internal information technology and control systems;
market volatility and the funded status of NCR's pension plans; the
success of NCR's pension strategy; compliance with requirements relating
to data privacy and protection; expected benefits related to
acquisitions and alliances, including the acquisition of Retalix Ltd.,
not materializing as expected; uncertainties with regard to regulations,
lawsuits, claims and other matters across various jurisdictions; and
other factors detailed from time to time in NCR's U.S. Securities and
Exchange Commission reports and NCR's annual reports to stockholders.
NCR 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.
