NCR will split into two independent, industry-leading companies

Atlanta–(business wireNCR Corporation (NYSE:NCR), a leading enterprise technology provider for banks, retailers and restaurants, today announced that its board of directors unanimously approved plans to split NCR into two independent, publicly traded companies. Dee Dee – One focused on digital commerce. , at another ATM. The separation is intended to be structured in a tax-free manner and is targeted by the end of 2023.

“It has become clear that NCR has an opportunity to unlock value for our shareholders by separating our digital commerce business and our ATM business. We have made significant progress over the past four years in consolidating and growing the ATM business as well as building a leading Software-as-a-Service business. By creating two best-in-class independent companies, we should each be able to accelerate the pace of change by enabling us to execute our growth strategies and better capture further value-creation opportunities,” said Frank R. Martyr, Executive Chairman, NCR Board of Directors. “During the strategic review process, we received a material interest in the sale of the entire Company of NCR, as well as interest in various individual areas of our business. In recent times, it has become increasingly clear to the Board that the existing financial Given the state of the markets, we cannot provide a complete Company transaction that represents a fair and acceptable value to NCR to our shareholders.

The digital commerce company will be a growth business positioned to leverage NCR’s software-led model to transform, connect and drive global retail, hospitality and digital banking. It will maximize common solutions to foster innovation and drive operational efficiency. The company will also reinvest in the business to accelerate growth and recurring revenue.

The ATM company will be a cash-generating business focused on distributing ATMs as a service to a large, established customer base at banks and retailers. This will build on NCR’s leadership in self-service banking and ATM networks to meet the global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. The company will continue to transition to a highly recurring revenue model to deliver steady cash flows and capital returns to shareholders.

“This announcement is the perfect next step in the transformation of NCR. The separation will largely create two stronger companies, each with specific business goals and capital structures and allocations, as well as increased flexibility to innovate,” said NCR CEO Michael D. Hayford said. “Each company can simplify its operations and focus on what it does best, and because they will have different growth profiles and economic models, separating them will give investors more transparency and a better understanding of what each company does.” The business will gain a better ability to value. And, crucially, we believe this approach will best position us to drive the most competitive products and solutions for our customers.”

The separation transaction will comply with the satisfaction of customary conditions, including the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission and the completion of audited financials.

NCR will host a conference call on Friday, September 16 at 8:30 a.m. to discuss the creation of two independent companies. A webcast and related presentation providing additional clarity on the separation process and the financial characteristics of each business will be available at http://investor.ncr.com. The conference call will be archived and available on the same site immediately after the call is completed.

Please join the call through one of the two dial-in numbers 15 minutes prior to the scheduled start time. When prompted, provide the confirmation code.

  • local dial-in number: +1 786-460-7169
  • toll free dial-in number: 888-820-9413
  • confirmation code: 1668788

NCR’s Board of Directors appointed BofA Securities, Inc., Goldman Sachs & Company LLC, and Evercore Group LLC as financial advisors during the strategic review process.

About NCR Corporation

NCR Corporation (NYSE:NCR) is a leader in transforming, connecting and driving technology platforms for self-directed banking, stores and restaurants. NCR is headquartered in Atlanta, Georgia, with 38,000 employees globally. NCR is a trademark of NCR Corporation in the United States and other countries.

Web Site: www.ncr.com

Twitter: @NCRCorporation

Facebook: www.facebook.com/ncrcorp

LinkedIn: www.linkedin.com/company/ncr-corpion

Youtube: www.youtube.com/user/ncrcorpion

warning statement

This 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, in accordance with the safe harbor provisions of private securities litigation Is. The Reform Act of 1995 (“the Act”). Forward-looking statements with words such as “expect,” “estimate,” “approach,” “intend,” “plan,” “believe,” “believe,” “will,” “should,” “will,” “likely” make use of. , “situation,” “proposed,” “objective,” “might,” “could be,” and words of similar meaning, as well as other words or expressions referring to future events, situations, or circumstances. We intend to cover these forward-looking statements by the safe harbor provisions for forward-looking statements contained in the Act. Statements describing or relating to NCR’s plans, goals, intentions, strategies, or financial outlook, and statements that are historical are not related to current facts, examples of forward-looking statements. Examples of forward-looking statements in this release include, without limitation, statements regarding the proposed separation of NCR into two separate companies, but such proposed including but not limited to statements about the estimated timing and structure of the transaction, the future commercial performance of the digital commerce company or ATM company following such proposed transaction, and the value creation and growth and development in general as a result of such transaction. Ability to Promote. Forward-looking Statements Our Current Values ​​are based on assumptions, expectations and assumptions that may not prove accurate, and involve a number of known and unknown risks and uncertainties, many of which are beyond NCR’s control. Forward-looking statements are not a guarantee of future performance, and there are a number of important factors that could cause actual results and results to differ materially from those relating to such forward-looking statements, including factors such as:

  • Strategy and Technology: Transforming our business model; development and introduction of new solutions; competition in the technology industry; Integration of acquisition and management of alliance activities; Our Multinational Operations

  • Business operations: domestic and global economic and credit conditions; risks and uncertainties from payments-related business and industry; disruption to our data center hosting and public cloud facilities; Retention and attraction of key employees; Defects, errors, installation difficulties or development delays; failure of third party suppliers; The impact of the coronavirus (COVID-19) pandemic and geopolitical and macroeconomic challenges; environmental risks from historical and ongoing manufacturing activities; and climate change

  • Data privacy and security: impact of data security, cyber security and data privacy including any related issues

  • Finance and Accounting: the level of our indebtedness; the terms governing our indebtedness; burden of additional debt or similar liabilities or obligations; access or renewal of financial resources; the adequacy of our cash flows to meet our indebtedness; interest rate risk; the terms governing our trade receivables feature; the effect of certain changes in controls related to the increase in our indebtedness, our obligations under other financial arrangements, or the required repurchases of our senior unsecured notes; and reducing or withdrawing the ratings assigned to our debt securities by rating agencies; our pension liabilities; and write down the value of some important assets

  • Law and Compliance: Protecting our intellectual property; changes to our tax rates and additional income tax liabilities; Uncertainty about regulations, litigation and other related matters; and changes in cryptocurrency regulations

  • Governance: the effect of the terms of our Series A convertible preferred (“Series A”) stock relating to voting power, share dilution and the market value of our common stock; The rights, preferences and privileges of Series A stockholders compared to the rights of our common stockholders; and stockholders’ actions or proposals that do not align with our business strategies or the interests of our other stockholders

  • Proposed Separation: Unforeseen failure, or unforeseen delay, to complete the tasks required for the proposed separation, or to obtain the necessary approvals to carry out these tasks; Potential strategic benefits, synergies or separations from expected opportunities may not be realized or may take longer than expected; the cost of implementing the separation and any changes to the configuration of the businesses involved in the separation, if applicable; Possible inability to access or decreased access to capital markets or increased cost of borrowing as a result of a credit rating downgrade; Potential adverse reactions to the proposed separation by customers, suppliers, strategic partners or key personnel and potential difficulties in maintaining relationships with such persons and risks associated with third party contracts with consent and/or other provisions that may be triggered by the proposed separation Huh; Risk that any newly formed entity will not have any credit rating for carrying on digital commerce or ATM business and may not have access to capital markets on acceptable terms; Unforeseen tax liabilities or changes in tax law; requests or requirements of government officials relating to certain current liabilities; and the ability to obtain or complete financing or refinance relating to the transaction on acceptable terms or at all.

If one or more of these risks or uncertainties materialize, or the underlying assumptions prove to be false, actual results could differ materially from the results set forth in the forward-looking statements. There can be no guarantee that the proposed separation will be completed as expected or within the required time frame, or at all. Nor can there be any guarantee that the digital commerce business and the ATM business will be able to realize any potential strategic benefits, synergies or opportunities as a result of these actions after the separation. there can’t even be

There is a guarantee that shareholders will receive a particular level of shareholder return. Nor can there be any guarantee that the proposed separation will maximize value for shareholders, or that NCR or any of its divisions, or the separate digital commerce and ATM business, will be commercially successful in the future, or that any particular credit rating or financial results. ,

Additional information relating to these and other factors can be found in the company’s filings with the U.S. Securities and Exchange Commission, including the company’s most recent annual reports on Form 10-K, quarterly reports on Form 10-Q and on Form 8-K. Contains current report. , Any forward-looking statement speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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