August 22, 2011 09:00 AM Eastern Daylight Time
NCR Completes Tender Offer for Outstanding Shares of Radiant Systems
Acquisition expected to close Wednesday, August 24
DULUTH, Ga.--(BUSINESS WIRE)--NCR Corporation (NYSE: NCR) today announced the successful completion of the cash tender offer through its wholly owned subsidiary, Ranger Acquisition Corporation (“Purchaser”), for 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 and withdrawal rights expired at midnight, New York City time, on August 19, 2011.
NCR has been advised by BNY Mellon Shareowner Services, the depositary for the tender offer, that a total of approximately 35,859,237 shares of Radiant common stock (including approximately 2,115,733 shares subject to guarantees of delivery) were validly tendered and not validly withdrawn as of the expiration time, representing approximately 87 percent of all outstanding shares of common stock of Radiant. All shares that were validly tendered and not validly withdrawn have been accepted for payment. Purchaser will promptly pay for such shares, at the offer price of $28.00 per share, net to the seller in cash, without interest and less applicable withholding taxes.
NCR also announced that it intends to exercise its option, under the terms of the merger agreement, to purchase directly from Radiant an aggregate number of additional shares of Radiant common stock that will result in NCR owning one share more than 90 percent of the outstanding shares of Radiant. NCR expects to effect a “short-form” merger under Georgia law and complete the acquisition of Radiant on August 24, 2011.
Under the merger agreement, at the effective time of the merger, each Radiant share then outstanding (other than any shares in respect of which dissenters’ rights are validly exercised and any shares held by NCR or Radiant or any wholly owned subsidiary of Radiant) will be converted into the right to receive the same offer price of $28.00 per share (in cash, net to the holder, without interest and less applicable withholding taxes) that was paid in the tender offer. Following the merger, Radiant will become a wholly owned subsidiary of NCR, and Radiant’s common stock will cease to be traded on the NASDAQ Global Select Market.
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.
