Item 1.01 Entry into Material Definitive Agreement.
Acquisition Agreement
On
Prior to entering into the Acquisition Agreement, Cardtronics delivered to
Pursuant to the Scheme and subject to the terms and conditions of the
Acquisition Agreement, on the effective date of the Acquisition, the Company or
its nominee shall acquire all of Cardtronics' issued and to be issued ordinary
shares, nominal value
Pursuant to the Acquisition Agreement, immediately prior to the effective date
of the Acquisition, and except as provided below, each then-outstanding
(a) option to purchase Ordinary Shares (each, a "Cardtronics Option") granted
under any director or employee stock option or compensation plan or arrangement
of Cardtronics (collectively, the "Cardtronics Share Plans"), (b) award for
restricted stock units with respect to Ordinary Shares that vests solely based
on the passage of time (each, a "Cardtronics RSU") granted under any Cardtronics
Share Plan and (c) award for restricted stock units with respect to Ordinary
Shares that vests based on both performance and the passage of time (each, a
"Cardtronics PSU") granted under any Cardtronics Share Plan, in each case,
whether or not vested, shall automatically and without any action on the part of
the holder thereof, be assumed by the Company and converted into: (i) in the
case of Cardtronics Options, an option to purchase, on the same terms and
conditions as were applicable under the original Cardtronics Option, the number
of shares of Company common stock, par value
Item 2.02 Results of Operations and Financial Condition.
In connection with entry into the Acquisition Agreement the Company expects to provide a presentation to investors to discuss the Acquisition, and as part of such presentation anticipates disclosing certain preliminary financial results. A copy of the presentation is included as Exhibit 99.1 hereto and incorporated by reference herein.
With respect to the three months ended
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The Company determines Adjusted EBITDA for a given period based on its GAAP net income from continuing operations attributable to the Company plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension mark-to-market adjustments, amortization of acquired intangible assets, restructuring charges, among others. The Company defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. The Company is not providing a reconciliation to the respective GAAP measures because it is unable to predict with reasonable certainty the reconciling items that may affect the GAAP equivalent measures without unreasonable effort.
In certain cases, the Company has provided ranges, rather than specific amounts,
for the preliminary results described above primarily because the Company's
financial closing procedures for the three months ended
The information furnished under Item 2.02 in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
On
Members of the management team of the Company will host a conference call at
The information furnished under this Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference to such filing. This report shall not be deemed an admission as to the materiality of any information in this report that is being disclosed pursuant to Regulation FD.
Item 8.01 Other Events
In connection with the entry into the Acquisition Agreement,
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
Exhibit No. Description 2.1 Acquisition Agreement* 10.1 Form of Director Undertaking 99.1 Press Release issued by the Company and Cardtronics, datedJanuary 25, 2021 . 99.2 Presentation Materials of the Company, datedJanuary 25, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
* The schedules/exhibits have been omitted from this filing pursuant to Item
601(b)(2) and (10) of Regulation S-K, as applicable. The Company will furnish
copies of any such schedules or exhibits to the
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the
proposed acquisition of Cardtronics by NCR. This communication does not
constitute a solicitation of any vote or approval. In connection with the
proposed transaction, Cardtronics plans to file with the
BEFORE MAKING ANY VOTING DECISION, CARDTRONICS' SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CARDTRONICS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at Cardtronics shareholder
meetings to approve the proposed transaction, the scheme of arrangement or
related matters, or other responses in relation to the proposed transaction,
should be made only on the basis of the information contained in Cardtronics'
proxy statement (including the scheme documentation). Shareholders may obtain a
free copy of the proxy statement and other documents Cardtronics files with the
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The proposed transaction will be implemented solely pursuant to the scheme of
arrangement, subject to the terms and conditions of the Acquisition Agreement
between NCR and Cardtronics, dated
Participants in the Solicitation
NCR and certain of its directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of proxies from
Cardtronics' shareholders in connection with the proposed transaction. Security
holders may obtain information regarding the names, affiliations and interests
of NCR's directors and executive officers in NCR's Annual Report on Form 10-K
for the fiscal year ended
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation
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Reform Act of 1995 (the "Act"), including statements containing the words
"expect," "intend," "plan," "believe," "will," "should," "would," "could,"
"may," and words of similar meaning, as well as other words or expressions
referencing future events, conditions or circumstances. We intend these
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Act. Statements that describe or
relate to NCR's or Cardtronics' plans, goals, intentions, strategies, or
financial outlook, and statements that do not relate to historical or current
fact, are examples of forward-looking statements. Examples of forward-looking
statements include, without limitation, statements regarding NCR's and
Cardtronics' plans to manage their respective business through the novel strain
of the coronavirus identified in late 2019 ("COVID-19") pandemic and the health
and safety of our customers and employees; the expected impact of the COVID-19
pandemic on NCR's Banking, Retail and Hospitality segments including the impact
on NCR's customers' businesses and their ability to pay; expectations regarding
NCR's or Cardtronics' respective operating goals and actions to manage these
goals; expectations regarding cost and revenue synergies; expectations regarding
NCR's or Cardtronics' cash flow generation, cash reserve, liquidity, financial
flexibility and impact of the COVID-19 pandemic on NCR's and Cardtronics'
respective employee bases; expectations regarding NCR's and Cardtronics'
respective abilities to capitalize on market opportunities; expectations
regarding leveraging the debit network to monetize payment transactions;
expectations regarding accretion; expectations regarding long-term strategy and
our ability to create stockholder value; NCR's or Cardtronics' respective
financial outlook; expectations regarding NCR's continued focus on our long-term
fundamentals, including, but, not limited to, execution of NCR's recurring
revenue strategy and accelerated growth including its transformation to an
as-a-Service company; NCR's expected areas of focus to drive growth and create
long-term stockholder value; the effect of the announcement of the proposed
transaction on the ability of Cardtronics to retain and hire key personnel and
maintain relationships with customers, suppliers and others with whom
Cardtronics does business, or on Cardtronics operating results and business
generally; risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the proposed transaction; the outcome of any legal proceedings related to the
proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the acquisition agreement; the
ability of the parties to consummate the proposed transaction on a timely basis
or at all; the satisfaction of the conditions precedent to consummation of the
proposed transaction, including the ability to secure regulatory approvals on
the terms expected, at all or in a timely manner; the ability of the Company to
implement its plans, forecasts and other expectations with respect to its
business after the completion of the proposed transaction and realize expected
benefits; business disruption following the proposed transaction; and the
potential benefits of an acquisition of Cardtronics. 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 those
factors listed in Item 1a "Risk Factors" of NCR's Annual Report on Form 10-K
filed with the
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NCR Corporation By: /s/Timothy C. Oliver Timothy C. Oliver
Executive Vice President and Chief Financial Officer
Date:
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