NCR Corporation (NYSE: NCR) today announced the preliminary results of
its modified “Dutch auction” tender offer, which expired at 12:00
midnight, New York City time, on Friday, December 11, 2015. Shareholders
of NCR had the opportunity to tender shares of NCR’s common stock
pursuant to (i) auction tenders at prices specified by the tendering
shareholders of not less than $26.00 per share and not greater than
$29.50 per share or (ii) purchase price tenders, which were deemed to
have been tendered at the minimum price of $26.00 per share, in either
case net to the seller in cash, less any applicable withholding taxes
and without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 13, 2015, and the related
Letter of Transmittal.
Based on the preliminary count by the depositary for the tender offer, a
total of approximately 41.2 million shares of NCR’s common stock were
validly tendered and not validly withdrawn at or below a purchase price
of $26.75 per share, including approximately 21.0 million shares that
were tendered through notice of guaranteed delivery.
The tender offer was oversubscribed. In accordance with the terms and
conditions of the tender offer, and based on the preliminary count by
the depositary for the tender offer, NCR expects to repurchase
approximately 37.4 million shares at a purchase price of $26.75 per
share on a pro rata basis, except for tenders of odd lots, which will be
accepted in full, for a total cost of approximately $1.0 billion,
excluding fees and expenses related to the tender offer. As such, NCR
has determined that the preliminary proration factor for the tender
offer is approximately 90.7%. The shares expected to be repurchased
represent approximately 22.0% of NCR’s common stock outstanding as of
November 9, 2015.
The number of shares expected to be purchased in the tender offer, the
purchase price and the proration factor referred to above are
preliminary and subject to change. The preliminary information contained
in this press release is based on the assumption that all shares
tendered through notice of guaranteed delivery will be delivered within
the prescribed three trading day settlement period. The final number of
shares to be purchased and the final purchase price will be announced
following the expiration of the guaranteed delivery period. Payment for
the shares accepted for purchase pursuant to the tender offer, and the
return of all other shares tendered and not purchased, will occur
promptly thereafter.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated served as dealer managers for the tender offer.
Shareholders who have questions or would like additional information
about the tender offer may contact the information agent for the tender
offer, Georgeson Inc., at (888) 497-9677 (toll-free).
About NCR Corporation
NCR Corporation (NYSE: NCR) is the global leader in consumer transaction
technologies, turning everyday interactions with businesses into
exceptional experiences. With its software, hardware, and portfolio of
services, NCR enables nearly 550 million transactions daily across the
financial, retail, hospitality, travel, telecom and technology
industries. NCR solutions run the everyday transactions that make your
life easier.
NCR is headquartered in Duluth, Georgia with over 30,000 employees and
does business in 180 countries. NCR is a trademark of NCR Corporation in
the United States and other countries. NCR encourages investors to visit
its web site which is updated regularly with financial and other
important information about NCR.
Website: www.ncr.com
Twitter:
@NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn:
http://linkd.in/ncrgroup
YouTube:
www.youtube.com/user/ncrcorporation
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking
statements use words such as “expect,” “anticipate,” “outlook,”
“intend,” “believe,” “will,” “should,” “would,” “could” and words of
similar meaning.
Statements that describe or relate to NCR’s plans, goals, intentions,
strategies or financial outlook, and statements that do not relate to
historical or current fact, are examples of forward-looking statements.
Forward-looking statements are based on NCR’s current beliefs,
expectations and assumptions, which may not prove to be accurate, 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 important
factors that could cause actual outcomes and results to differ
materially from the results contemplated by such forward-looking
statements, including factors relating to: our ability to achieve the
potential benefits of the Blackstone investment; the price at which we
ultimately determine to purchase shares in the tender offer and the
number of shares tendered in the tender offer; the price and time at
which we may make any additional share repurchases following completion
of the tender offer, the number of shares acquired in such repurchases
and the terms, timing, costs and interest rate on any indebtedness
incurred to fund such repurchases; domestic and global economic and
credit conditions, including, in particular, market conditions and
investment trends in the retail industry, and economic and market
conditions in China and Russia; the impact of our indebtedness and its
terms on our financial and operating activities; our ability to
successfully introduce new solutions and compete in the information
technology industry; the transformation of our business model and our
ability to sell higher-margin software and services; our ability to
improve execution in our sales and services organizations; defects or
errors in our products or problems with our hosting facilities;
manufacturing disruptions; collectability difficulties in subcontracting
relationships in emerging industries; the historical seasonality of our
sales; foreign currency fluctuations; the availability and success of
acquisitions, divestitures and alliances, including the acquisition of
Digital Insight; our pension strategy and underfunded pension
obligation; the success of our ongoing restructuring plan; tax rates;
compliance with data privacy and protection requirements; reliance on
third party suppliers; development and protection of intellectual
property; workforce turnover and the ability to attract and retain
skilled employees; environmental exposures from our historical and
ongoing manufacturing activities; uncertainties with regard to
regulations, lawsuits, claims and other matters across various
jurisdictions; and the other risks and uncertainties described in NCR’s
filings with the Securities and Exchange Commission (the “SEC”),
including under the headings “Risk Factors” and “Management's Discussion
and Analysis of Financial Condition and Results of Operations” in NCR’s
annual report on Form 10-K for the year ended December 31, 2014 filed
with the SEC on February 27, 2015 and in any of NCR’s subsequently filed
Form 10-Qs. Any forward-looking statement speaks only as of the date on
which it is made. 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.
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