NCR to Acquire Radiant Systems

DULUTH, Ga. -- NCR Corp., based here, is acquiring Radiant Systems, a point-of-sale solution provider to convenience stores and other specialty retail markets, through a cash tender offer of $28 per Radiant Systems share. The equity purchase price of $1.2 billion has been approved by the boards of directors of both companies.

NCR and Radiant Systems, based in Atlanta, anticipate the transaction will close during the third quarter of this year, subject to regulatory approval.

The transaction accelerates NCR's strategy of expanding into core industry adjacencies, increasing revenue growth rates and expanding margins by enhancing its mix of software and services, the company said in a statement.

"Radiant Systems is a logical and strategic extension for NCR, moving us into attractive fast-growth adjacent markets," said NCR Chairman and CEO Bill Nuti. "Radiant Systems has delivered a 15-percent compounded annual revenue growth over the last five years, along with impressive margin expansion as a result of the high customer demand for its expansive software offerings. This acquisition will enable our companies to accelerate expansion through the powerful combination of each other's strengths and NCR's track record of driving transformational change. We will bring together two strong teams, with Radiant Systems playing a vital role in enhancing our long-term growth, margin expansion and earnings appreciation."

NCR will use its global sales, services and operations organizations to extend the enhanced portfolio to many of the fastest-growing markets in the world, while driving supply chain, operational and innovation synergies. Market coverage will be enhanced by Radiant Systems' strong channel partner network, which will complement NCR's channel and support its goal of building a world-class channel partner network.

NCR plans to leverage Radiant Systems' leadership position in quick-service and table-service restaurants, specialty and convenience retailers and entertainment venues by combining Radiant Systems' solution and services portfolio with NCR's existing portfolio, brand and global reach.

"Radiant Systems' growth strategy has always focused on taking great care of our customers, delivering leading innovation to our industries and continuing to expand our market presence across our industries and around the globe," said John Heyman, CEO of Radiant Systems. "This combination dramatically accelerates our capabilities on all of these initiatives. NCR's global footprint, brand recognition and track record of innovation will help us achieve our strategic aspirations and create even more value for our customers. Importantly, both NCR and Radiant Systems share a vision that these accomplishments start with a common ingredient -- great people to execute on the vision."

Key members of the Radiant Systems management team will play integral roles in strengthening NCR's position in hospitality and specialty retail, including Andrew Heyman, currently Radiant Systems' chief operating officer, who will lead the new vertical integration. The two companies anticipate a seamless transition for customers, channel partners and employees.

The tender offer is expected to commence on or before July 25. The offer will be open for a period of not less than 20 business days and will be conditional upon, among other things, valid acceptances of the offer in respect of shares representing more than 50 percent of the outstanding Radiant Systems shares on a fully diluted basis as well as satisfactory completion of other customary closing conditions.

The acquisition will be financed through a combination of new debt and existing balance sheet cash. NCR will raise approximately $1.1 billion of new funded debt to finance the transaction. The financing will enable NCR to maintain a strong liquidity position post transaction. J.P. Morgan, RBC Capital Markets, BofA Merrill Lynch and Morgan Stanley provided committed financing to NCR for the transaction.

Atlas Strategic Advisors LLC and J.P. Morgan Securities LLC acted as financial advisors to NCR on the transaction, and Womble Carlyle Sandridge & Rice PLLC acted as legal counsel.

In connection with the transaction, Jefferies & Co. Inc. is acting as lead financial advisor, SunTrust Robinson Humphrey Inc. as co-advisor to Radiant Systems, and DLA Piper LLP (U.S.) as legal counsel.