Acquisition of Retalix will position NCR as the innovation leader
delivering a world-class portfolio of hardware, software and services
offerings for the retail industry
DULUTH, Ga.--(BUSINESS WIRE)--Nov. 28, 2012--
NCR Corporation (NYSE: NCR) announced a definitive agreement for NCR to
acquire Retalix Ltd. (NASDAQ: RTLX), a leading global provider of
innovative retail software and services, for a cash purchase price of
$30.00 per Retalix share, implying a transaction value of approximately
$650 million.
The addition of Retalix will strengthen NCR’s global leadership position
in the retail industry, and builds upon its successful integration of
Radiant Systems into the NCR portfolio of solutions. This acquisition
demonstrates NCR’s commitment to its strategy and continued
transformation to a hardware-enabled, software-driven business model,
delivering solutions that materially improve business processes while
enabling seamless consumer experiences across touch points, locations,
and channels. The transaction is expected to accelerate NCR’s corporate
strategy by increasing the portfolio mix of higher-margin software and
services, enabling increased value for our customers, and continued
growth and improved margins for NCR shareholders.
“Retalix is a strong, strategic fit for NCR and the combination of our
two companies will drive significant value for both our shareholders and
customers,” said NCR Chairman and CEO, Bill Nuti. “Retalix’s
market-leading software and services capabilities will enhance NCR’s
retail solutions, creating a world-class portfolio of offerings. That
innovation plus the addition of exceptional talent to our team positions
NCR as the global leader in retail innovation.”
Retalix’s software and services are deployed in over 70,000 retail
locations with more than 400,000 customer touch points in over 50
countries that transact billions of dollars in annual sales across its
platform. Retalix’s strength with blue-chip retailers will be highly
complementary to NCR and will enable additional sales opportunities
across the combined installed base. The acquisition will provide
Retalix’s customers with backing of a $5.3 billion (FY ’11) leader, and
deep knowledge in retail and adjacent industries.
“I am very excited about today’s announcement. Combining Retalix’s
impressive team and portfolio with NCR will create a powerful
enterprise-class software platform capable of delivering a sustained
competitive advantage in the retail industry,” said Shuky Sheffer, Chief
Executive Officer of Retalix. “Together, we will create a talent pool
and solutions portfolio that will be richer than anything available
before, enabling our customers to deliver a superior omni-channel
shopping experience. I am proud of our achievements and strongly believe
that this is a great move that will benefit our customers, employees and
shareholders.”
NCR also expects to use Retalix’s software to accelerate the development
of NCR’s enterprise software platform, creating new software modules
that can be used across the retail industry and leveraged across NCR’s
financial, travel and hospitality industries on a global scale.
Under the terms of the agreement, Retalix will merge with a subsidiary
of NCR, and Retalix shareholders will receive $30.00 in cash per share
of Retalix common stock. The transaction will be financed through a
combination of cash and debt, and is expected to be accretive to NCR’s
Non-GAAP earnings for 20131.
The transaction, which is expected to be completed in the first quarter
of 2013, is subject to, among other things, approval by Retalix Ltd.
shareholders, the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the satisfaction of other regulatory requirements and
customary closing conditions. NCR has entered into voting agreements
with Alpha Group and Ronex, the two largest Retalix Ltd. shareholders
who hold approximately 38% of Retalix’s outstanding shares.
J.P. Morgan acted as exclusive financial advisor and Morrison & Foerster
LLP and Amit, Pollak, Matalon & Co. acted as legal counsel to NCR on the
transaction. Jefferies & Co., Inc. acted as financial advisor and Meitar
Liquornik Geva & Leshem Brandwein acted as legal counsel to Retalix Ltd.
on the transaction.
Investor Conference Call
A conference call is scheduled today at 5:30 p.m. (EST) to discuss the
acquisition of Retalix Ltd. Access to the conference call and a
presentation describing the transaction, as well as a replay of the
call, will be available on NCR's web site at http://investor.ncr.com/.
Or you can access the call by dialing 888-324-0282 and entering the
participant passcode, NCR. 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.
1. The deal is expected to be accretive on a Non-GAAP basis; which
includes adjustments for the amortization of acquired intangibles and
other one-time items.
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, and telecom carrier and equipment organizations in more
than 100 countries. NCR (www.ncr.com)
is headquartered in Duluth, Georgia.
About Retalix
Retalix Ltd. is a leading global provider of innovative software and
services to high volume, high complexity retailers, including
supermarkets, convenience stores, fuel stations, drugstores and
department stores. The company's products and services help its
customers to manage and optimize their retail operations, differentiate
their brand and build consumer loyalty, while providing retailers with
the flexibility and scalability to support ongoing business
transformation and growth. Retalix Ltd. offers solutions for
point-of-sale (POS), sales channels and in-store management (including
mobile and e-commerce), customer management and marketing,
merchandising, and logistics. By leveraging a multitude of deployment
options, including Software-As-A-Service (SaaS), Retalix Ltd. serves a
large customer base of approximately 70,000 stores across more than 50
countries worldwide. The Company's headquarters are located in Ra'anana,
Israel, and its North America headquarters are located in Plano, Texas.
Retalix Ltd. stock trades on the NASDAQ and the Tel Aviv Stock Exchange.
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 the business of Retalix Ltd.;
anticipated financial and other results from the acquisition of Retalix
Ltd. and its integration into NCR; expectations regarding revenue and
cost synergies resulting from the acquisition; discussion 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; the acquisition of Retalix Ltd. not being
timely completed, if completed at all; uncertainties with regard to
regulations, lawsuits, claims and other matters across various
jurisdictions; and other factors detailed from time to time in NCR’s and
Retalix’s respective U.S. Securities and Exchange Commission reports and
NCR’s annual reports to stockholders. NCR and Retalix Ltd. do not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Source: NCR Corporation
NCR Media Relations
Mark Scott, 404-431-8733
mark.scott@ncr.com
or
NCR
Investor Relations
Gavin Bell, 212-589-8468
gavin.bell@ncr.com
or
Retalix
Ltd.
Sarit Sagiv, +972-9-776-6618
CFO
investors@retalix.com