24 Aug NCR completes acquisition of Radiant Systems

Excerpt of press release by NCR Corporation

Combination advances NCR’s strategy to move into fast growth, high-margin adjacencies and establishes leadership in hospitality and specialty retail.

Duluth, Ga. – NCR Corporation (NYSE: NCR) today announced that it has completed its acquisition of Radiant Systems, Inc. (NASDAQ: RADS) through a merger, with Radiant becoming a wholly owned subsidiary of NCR.

“This acquisition is another demonstration of NCR’s strategy to expand into high-margin adjacencies and new industry segments, and is a major milestone towards the realization of our long-term business goals,” said NCR Chairman and CEO Bill Nuti. “Combining NCR’s global footprint and services capabilities with Radiant’s advanced software and strong channel partner network will create a superior portfolio of multi-channel solutions and bring new value to customers, while accelerating long-term growth.”

Prior to the merger, NCR acquired approximately 87 percent of Radiant’s outstanding shares (including all shares subject to guarantees of delivery) in connection with its previously announced tender offer. NCR also exercised its option to purchase additional shares of Radiant common stock that resulted in NCR owning one share more than 90 percent of the outstanding shares of Radiant, in order for NCR to perform a “short form” merger under Georgia law.

The aggregate value of the transaction totaled approximately $1.2 billion, excluding costs associated with the repayment of Radiant’s outstanding debt and fees related to the transaction. With the completion of the acquisition, Radiant’s common stock ceased to trade on the NASDAQ Global Select Market following market close today and will be delisted.

J.P. Morgan Securities LLC and Atlas Strategic Advisors, LLC acted as financial advisors and Womble Carlyle Sandridge& Rice, PLLC provided legal advice to NCR. Jefferies & Company, Inc. and SunTrust Robinson Humphrey, Inc. acted as financial advisors and DLA Piper LLP (US) provided legal advice to Radiant.