NCR Commences Tender Offer for All Outstanding Shares of Radiant Systems
2011年7月25日 - 9:00PM
ビジネスワイヤ(英語)
NCR Corporation (NYSE: NCR) today announced that its
wholly-owned subsidiary, Ranger Acquisition Corporation, has
commenced the previously-announced tender offer to acquire all of
the outstanding shares of common stock of Radiant Systems, Inc.
(NASDAQ: RADS) for $28.00 per share, net to the seller in cash,
without interest and less applicable withholding taxes.
The tender offer is being made in connection with the
previously-announced merger agreement, dated July 11, 2011, by and
among NCR, Ranger Acquisition Corporation and Radiant. The boards
of directors of NCR and Radiant each approved the terms of the
merger agreement. The board of directors of Radiant recommends that
Radiant shareholders tender their shares in the tender offer.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, at the end of the day on
Friday, August 19, 2011, unless the tender offer is extended in
accordance with the terms of the merger agreement and the
applicable rules and regulations of the Securities and Exchange
Commission.
The tender offer requires that at least a majority of the
outstanding shares of Radiant Systems common stock on a fully
diluted basis be validly tendered, and not withdrawn prior to the
expiration of the offer, in addition to regulatory approval and
other customary closing conditions. There is no financing condition
to the tender offer.
J.P. Morgan Securities LLC is the dealer manager and Georgeson,
Inc. is the information agent for the tender offer.
Additional Information and Where to Find it
This press release (this "Statement") relates to a tender offer
by Ranger Acquisition Corporation ("Purchaser"), a wholly-owned
subsidiary of NCR Corporation ("NCR"), for all shares of
outstanding common stock of Radiant Systems, Inc. ("Radiant
Systems").
This Statement is neither an offer to purchase nor a
solicitation of an offer to sell any shares of Radiant Systems. NCR
and Purchaser will be filing today a Tender Offer Statement on
Schedule TO containing an offer to purchase, a form of letter of
transmittal and other documents relating to the tender offer with
the U.S. Securities and Exchange Commission (“SEC”) on, and Radiant
Systems will be filing today a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer with
the SEC. NCR and Radiant Systems intend to mail these documents to
the shareholders of Radiant Systems. These documents contain
important information about the tender offer and shareholders of
Radiant Systems are urged to read them carefully when they become
available.
Investors and shareholders of Radiant Systems will be able to
obtain a free copy of these documents filed by NCR and Radiant
Systems with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, the tender offer statement and related
materials may be obtained for free by directing such requests to
NCR Investor Relations at 678-808-5905 or NCR, Attention: Investor
Relations, 3097 Satellite Boulevard, Duluth, GA 30096. Investors
and shareholders of Radiant Systems may obtain a free copy of the
solicitation/recommendation statement and other documents from
Radiant Systems by directing requests to Radiant Systems Investor
Relations at 770-576-6811 or Radiant Systems, Inc. at 3925
Brookside Parkway, Alpharetta, GA 30022, Attn: Investor Relations
Director.
Forward-looking Statements
This press release contains “forward-looking statements” related
to the acquisition of Radiant by NCR that are not historical facts.
NCR has identified some of these forward-looking statements with
words like “believe,” “may,” “could,” “would,” “might,” “possible,”
“will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or
“continue,” the negative of these words, other terms of similar
meaning or the use of future dates. Investors and security holders
are cautioned not to place undue reliance on these forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties related to the acquisition of Radiant by
NCR that could cause results to differ from expectations include:
uncertainties as to the timing of the transaction; uncertainties as
to how many of Radiant’s shareholders will tender their shares in
the tender offer; the possibility that various closing conditions
for the transaction may not be satisfied or waived; and the risk
associated with shareholder litigation in connection with the
transaction. NCR undertakes no obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law. All
forward-looking statements in this press release are qualified in
their entirety by this cautionary statement.
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, healthcare, hospitality, entertainment, gaming,
public sector, telecom carrier and equipment organizations in more
than 100 countries. NCR (www.ncr.com) is headquartered in Duluth,
Georgia.
NCR is a trademark of NCR Corporation in the United States and
other countries.
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