NCR Corporation (NYSE:NCR) made a proposal to acquire Cardtronics plc (NasdaqGS:CATM) for $1.8 billion on December 31, 2020. NCR Corporation entered into a definitive agreement to acquire Cardtronics plc on January 25, 2021. Under the offer, the buyer will acquire all of the ordinary shares of Cardtronics for $39 per share in cash. The proposal included a letter from a financial institution indicating that it is highly confident of its ability to arrange and syndicate the debt financing contemplated in connection with the transaction and a statement by the buyer that it would have financing commitments in place prior to execution of a definitive purchase agreement. As per announcement made on January 25, 2021, NCR plans to finance the transaction with cash on hand and fully committed financing from Bank of America, N.A. As of March 22, 2021, NCR Corporation announced its intention to offer, subject to market and customary conditions, senior notes due 2029 and senior notes due 2031 in an aggregate principal amount of $1 billion, in connection with acquisition. As of March 29, 2021, NCR announces upsizing of the aggregate principal amount from $1.1 billion to $1.2 billion. NCR intends to use the net proceeds from the offering, together with borrowings under its senior secured credit facilities and its trade receivables securitization facility and/or cash on hand, to finance the consideration payable in connection with the Cardtronics acquisition. 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. Cardtronics entered into a non-disclosure agreement with the buyer in connection with the proposal. 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 case of termination of the transaction, Cardtronics will be required to pay NCR a termination fee in the amount of $36.9 million. Additionally, Cardtronics has also agreed to pay NCR a termination fee of $18,455,705 if NCR terminates upon an uncured material breach by the Company of its representations and warranties or covenants under the NCR acquisition agreement.

The proposal is subject to the completion of confirmatory due diligence and final approval of the buyer's board of directors. The transaction is subject to approval of Cardtronics' majority shareholders, court approval, the articles amendment proposal, regulatory approvals and expiration or termination of the waiting period (and any extension thereof) under applicable antitrust laws (i) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we refer to as the “HSR Act”); and (ii) the antitrust laws of Canada, South Africa, UK antitrust and Germany will have expired or been earlier terminated and any required approvals under U.S. Federal Trade Commission and the Department of Justice. The proposal is not subject to financing. The Cardtronics's Board recommends that Cardtronics shareholders vote “FOR” the approval of proposal. The court meeting and the general meeting will May 7, 2021. As of January 25, 2021, the Board of Director of Cardtronics approved the transaction and Board of Director of NCR unanimously approved the transaction. Antitrust clearance in Germany was granted on March 12, 2021. As of April 27, 2021, the Hart-Scott-Rodino waiting period expired on March 11, 2021. As on May 31, 2021 The Competition Commission has conditionally approved the proposed merger. Cardtronics issues shareholder vote and meeting reminder. First, the Court Meeting at which shareholders will vote to approve the scheme of arrangement, followed by the General Meeting at which shareholders will vote to (i) give effect to the scheme of arrangement; and (ii) approve, on an advisory basis, executive compensation which may be paid in connection with the transaction. Cardtronics shareholders approved the transaction on May 7, 2021. The transaction is expected to close in the first half of calendar year 2021 or in mid-year 2021. As of May 7, 2021, the transaction is expected to close in mid-year 2021. The CMA announced the launch of its merger inquiry by notice to the Parties on June 15, 2021 and has a deadline of August 10, 2021 for its phase 1 decision and Invitation to comment: Closes on June 29, 2021. CMA served Initial Enforcement Order on June 15, 2021. As of June 15, 2021, NCR Corporation expects to complete the transaction on June 21, 2021.

The transaction is accretive to NCR's non-GAAP EP in the first full year post-close. Jeff Gido, Kurt Simon and Arif Sikora of Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider for Cardtronics with approximately a fee of $29.4 million plus a potential discretionary fee of $2.5 million. Philip Richter and Roy Tannenbaum of Fried Frank acted as counsel to Goldman Sachs. Michael J. Aiello, Aileen Kim, Lyuba Goltse, Kaitlin Descovich, Amy Rubin, Amanda Rosenblum, Devon Bodoh, Greg Featherman, Allison Liff, Corey Chivers, David Avery-Gee, Aileen Kim, Ariel Kronman, Megan Granger, Vadim Brusser and Jackie Cohen of Weil, Gotshal & Manges LLP and Karen Davies and Nick Williamson of Ashurst LLP acted as legal advisors to Cardtronics. Cary Thompson, Ron Eliasek and Kevin Brunner of BofA Securities is serving as financial advisor and Stephen F. Arcano, Neil P. Stronski, John Adebiyi and Dohyun Kim of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisor to NCR. Computershare Trust Company acted as transfer agent to Cardtronics. Georgeson LLC acted as information agent to Cardtronics and will receive a fee of approximately $40,000 plus payment of certain fees and expenses for its services.

NCR Corporation (NYSE:NCR) completed the acquisition of Cardtronics plc (NasdaqGS:CATM) on June 21, 2021. As of August 10, 2021, Competition and Markets Authority has decided, on the information currently available to it, not to refer the merger to a Phase 2 investigation under the provisions of the Enterprise Act 2002.