NCR Successfully Completes Acquisition of JetPay Corporation
Atlanta, GA – December 6, 2018 – NCR Corporation (NYSE: NCR) announced today the successful completion of its acquisition of JetPay Corporation (NASDAQ: JTPY) through a tender offer made by NCR’s wholly-owned acquisition subsidiary, Orwell Acquisition Corporation, for all of the outstanding shares of JetPay.
NCR’s tender offer for all of the outstanding shares of JetPay at a purchase price of $5.05 per share of common stock, $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, $600 per share of Series A-1 Convertible Preferred Stock and $600 per share of Series A-2 Convertible Preferred Stock, without interest and less any required tax withholding (the “Offer”), expired as scheduled at 11:59 p.m. Philadelphia, PA time, on December 4, 2018.
The depositary has advised that, as of the expiration of the tender offer, a total of 13,996,813 shares of JetPay common stock, 133,333 shares of Series A Convertible Preferred Stock and 9,000 shares of Series A-1 Convertible Preferred Stock were validly tendered and not withdrawn prior to the expiration of the Offer (not including 1,212,577 shares of common stock delivered pursuant to the guaranteed delivery procedures). Approximately 94% of all outstanding shares of JetPay stock on a fully diluted basis have been tendered (the percentage is 98% if guaranteed delivery shares are taken into account) as of the expiration of the Offer.
All of the conditions to the Offer have been satisfied and on December 6, 2018, NCR and its wholly-owned subsidiary, Orwell Acquisition Corporation, accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn in the Offer.
Following completion of the Offer, NCR completed the acquisition of JetPay through the merger of Orwell Acquisition Corporation with and into JetPay, without a vote of JetPay’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with JetPay surviving the merger as a wholly-owned subsidiary of NCR. In connection with the merger, each share of JetPay not validly tendered in the Offer (other than shares held by any stockholder entitled to and properly demanding statutory appraisal of its shares) has been converted into the right to receive the same $5.05 per share of common stock, $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, $600 per share of Series A-1 Convertible Preferred Stock and $600 per share of Series A-2 Convertible Preferred Stock, in cash, without interest and less applicable tax withholding, as will be paid for all shares that were validly tendered and not properly withdrawn in the Offer. JetPay’s common stock will be delisted from the Nasdaq Capital Market.
Financial Technology Partners LP and FTP Securities LLC acted as the financial and strategic advisor to the Special Committee of the Board of Directors of JetPay and Dechert LLP acted as legal counsel.
BofA Merrill Lynch acted as the financial and strategic advisor to the Board of Directors of NCR Corporation in connection with the transaction and Benesch, Friedlander, Coplan & Aronoff LLP served as legal counsel.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in banking and commerce solutions, powering incredible experiences that make life easier. NCR is headquartered in Atlanta, Ga., with 34,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries.
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Source: NCR Corporation
News Media Contact:
Tim Henschel
NCR Corporation
770-299-5100
tim.henschel@ncr.com
or
Investor Contact:
Michael Nelson
NCR Corporation
678-808-6995
michael.nelson@ncr.com
NCR Corporation (NYSE: NCR) is a leader in transforming, connecting, and running technology platforms for self-directed banking, stores, and restaurants. NCR is headquartered in Atlanta, Georgia, with 35,000 employees globally. NCR is a trademark of NCR Corporation in the United States and other countries.
NCR VOYIX Corporation (NYSE: VYX) is a leading global provider of digital commerce solutions for the retail, restaurant and digital banking industries. NCR VOYIX transforms retail stores, restaurant systems and digital banking experiences with comprehensive, platform-led SaaS and services capabilities. NCR VOYIX is headquartered in Atlanta, Georgia, with approximately 16,000 employees in 35 countries across the globe.
This release contains forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,” “outlook,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to NCR’s or NCR VOYIX’s plans, goals, intentions, strategies, financial outlook, NCR’s or NCR VOYIX’s expectations regarding the Spin-Off, NCR’s or NCR VOYIX’s intention to consummate the offering and issue the Notes or the intended use of proceeds from the offering of the Notes and enter into the new senior secured credit facilities, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our 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 the NCR’s and NCR VOYIX’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. Additional information concerning these and other factors can be found in NCR and NCR VOYIX’s filings with the U.S. Securities and Exchange Commission, including NCR’s most recent annual report on Form 10-K, most recent quarterly report on Form 10-Q and current reports on Form 8-K and NCR VOYIX’s registration statement on Form 10, most recent quarterly report on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. Neither NCR nor NCR VOYIX undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Michael Nelson
NCR Corporation
678-808-6995
michael.nelson@ncr.com
Scott Sykes
NCR Corporation
scott.sykes@ncr.com