NCR Corporation (NYSE:NCR) announced a definitive agreement for NCR
to acquire Retalix Ltd. (Nasdaq:RTLX), a leading global provider of
innovative retail software and services, for a cash purchase price
of $30.00 per Retalix share, implying a transaction value of
approximately $650 million.
The addition of Retalix will strengthen NCR's global leadership
position in the retail industry, and builds upon its successful
integration of Radiant Systems into the NCR portfolio of solutions.
This acquisition demonstrates NCR's commitment to its strategy and
continued transformation to a hardware-enabled, software-driven
business model, delivering solutions that materially improve
business processes while enabling seamless consumer experiences
across touch points, locations, and channels. The transaction is
expected to accelerate NCR's corporate strategy by increasing the
portfolio mix of higher-margin software and services, enabling
increased value for our customers, and continued growth and
improved margins for NCR shareholders.
"Retalix is a strong, strategic fit for NCR and the combination
of our two companies will drive significant value for both our
shareholders and customers," said NCR Chairman and CEO, Bill Nuti.
"Retalix's market-leading software and services capabilities will
enhance NCR's retail solutions, creating a world-class portfolio of
offerings. That innovation plus the addition of exceptional talent
to our team positions NCR as the global leader in retail
innovation."
Retalix's software and services are deployed in over 70,000
retail locations with more than 400,000 customer touch points in
over 50 countries that transact billions of dollars in annual sales
across its platform. Retalix's strength with blue-chip retailers
will be highly complementary to NCR and will enable additional
sales opportunities across the combined installed base. The
acquisition will provide Retalix's customers with backing of a $5.3
billion (FY '11) leader, and deep knowledge in retail and adjacent
industries.
"I am very excited about today's announcement. Combining
Retalix's impressive team and portfolio with NCR will create a
powerful enterprise-class software platform capable of delivering a
sustained competitive advantage in the retail industry," said Shuky
Sheffer, Chief Executive Officer of Retalix. "Together, we will
create a talent pool and solutions portfolio that will be richer
than anything available before, enabling our customers to deliver a
superior omni-channel shopping experience. I am proud of our
achievements and strongly believe that this is a great move that
will benefit our customers, employees and shareholders."
NCR also expects to use Retalix's software to accelerate the
development of NCR's enterprise software platform, creating new
software modules that can be used across the retail industry and
leveraged across NCR's financial, travel and hospitality industries
on a global scale.
Under the terms of the agreement, Retalix will merge with a
subsidiary of NCR, and Retalix shareholders will receive $30.00 in
cash per share of Retalix common stock. The transaction will be
financed through a combination of cash and debt, and is expected to
be accretive to NCR's Non-GAAP earnings for 20131.
The transaction, which is expected to be completed in the first
quarter of 2013, is subject to, among other things, approval by
Retalix Ltd. shareholders, the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the satisfaction of other
regulatory requirements and customary closing conditions. NCR has
entered into voting agreements with Alpha Group and Ronex, the two
largest Retalix Ltd. shareholders who hold approximately 38% of
Retalix's outstanding shares.
J.P. Morgan acted as exclusive financial advisor and Morrison
& Foerster LLP and Amit, Pollak, Matalon & Co. acted as
legal counsel to NCR on the transaction. Jefferies & Co., Inc.
acted as financial advisor and Meitar Liquornik Geva & Leshem
Brandwein acted as legal counsel to Retalix Ltd. on the
transaction.
Investor Conference Call
A conference call is scheduled today at 5:30 p.m. (EST) to
discuss the acquisition of Retalix Ltd. Access to the conference
call and a presentation describing the transaction, as well as a
replay of the call, will be available on NCR's web site at
http://investor.ncr.com/. Or you can access the call by dialing
888-324-0282 and entering the participant passcode, NCR. NCR's web
site (www.ncr.com) contains a significant amount of information
about NCR, including financial and other information for investors
(http://investor.ncr.com.). NCR encourages investors to visit its
web site from time to time, as information is updated and new
information is posted.
1. The deal is expected to be accretive on a Non-GAAP basis;
which includes adjustments for the amortization of acquired
intangibles and other one-time items.
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, hospitality, gaming, public sector, and telecom
carrier and equipment organizations in more than 100 countries. NCR
(www.ncr.com) is headquartered in Duluth, Georgia.
About Retalix
Retalix Ltd. is a leading global provider of innovative software
and services to high volume, high complexity retailers, including
supermarkets, convenience stores, fuel stations, drugstores and
department stores. The company's products and services help its
customers to manage and optimize their retail operations,
differentiate their brand and build consumer loyalty, while
providing retailers with the flexibility and scalability to support
ongoing business transformation and growth. Retalix Ltd. offers
solutions for point-of-sale (POS), sales channels and in-store
management (including mobile and e-commerce), customer management
and marketing, merchandising, and logistics. By leveraging a
multitude of deployment options, including Software-As-A-Service
(SaaS), Retalix Ltd. serves a large customer base of approximately
70,000 stores across more than 50 countries worldwide. The
Company's headquarters are located in Ra'anana, Israel, and its
North America headquarters are located in Plano, Texas. Retalix
Ltd. stock trades on the NASDAQ and the Tel Aviv Stock
Exchange.
The Retalix Ltd. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5937
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements use words such as "seek," "potential,"
"expect," "strive," "continue," "continuously," "accelerate,"
"anticipate", "outlook", "intend", "plan", "target" and other
similar expressions or future or conditional verbs such as "will,"
"should," "would" and "could". They include statements about NCR's
plans for the business of Retalix Ltd.; anticipated financial and
other results from the acquisition of Retalix Ltd. and its
integration into NCR; expectations regarding revenue and cost
synergies resulting from the acquisition; discussion of other
strategic initiatives and related actions; and beliefs,
expectations, intentions and strategies, among other things.
Forward-looking statements are based on management's current
beliefs, expectations and assumptions, and involve a number of
known and unknown risks and uncertainties, many of which are out of
NCR's control.
Forward-looking statements are not guarantees of future
performance, and there are a number of factors, risks and
uncertainties that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements. In addition to the factors discussed in
this release, these other factors, risks and uncertainties include
those relating to: domestic and global economic and credit
conditions, including the ongoing sovereign debt conditions in
Europe, which could impact the ability of NCR's customers to make
capital expenditures, purchase NCR's products and pay accounts
receivable, drive further consolidation in the financial services
sector and reduce NCR's customer base; other business and legal
risks associated with multinational operations; the financial
covenants in NCR's secured credit facility and their impact on
NCR's financial and business operations; NCR's indebtedness and the
impact that it may have on NCR's financial and operating activities
and NCR's ability to incur additional debt; the adequacy of NCR's
future cash flows to service NCR's indebtedness; the variable
interest rates borne by NCR's indebtedness and the effects of
changes in those rates; shifts in market demands, continued
competitive factors and pricing pressures and their impact on NCR's
ability to improve gross margins and profitability, especially in
NCR's more mature offerings; manufacturing disruptions affecting
product quality or delivery times; the effect of currency
translation; NCR's ability to achieve targeted cost reductions;
short product cycles, rapidly changing technologies and maintaining
a competitive leadership position with respect to NCR's solution
offerings; tax rates; ability to execute NCR's business and
reengineering plans; turnover of workforce and the ability to
attract and retain skilled employees, especially in light of
continued cost-control measures being taken by NCR; availability
and successful exploitation of new acquisition and alliance
opportunities; NCR's ability to sell higher-margin software and
services in addition to NCR's hardware; the timely development,
production or acquisition and market acceptance of new and existing
products and services (such as self-service technologies),
including NCR's ability to accelerate market acceptance of new
products and services; changes in Generally Accepted Accounting
Principles (GAAP) and the resulting impact, if any, on NCR's
accounting policies; continued efforts to establish and maintain
best-in-class internal information technology and control systems;
market volatility and the funded status of NCR's pension plans; the
success of NCR's pension strategy; compliance with requirements
relating to data privacy and protection; expected benefits related
to acquisitions and alliances, including the acquisition of Retalix
Ltd., not materializing as expected; the acquisition of Retalix
Ltd. not being timely completed, if completed at all; uncertainties
with regard to regulations, lawsuits, claims and other matters
across various jurisdictions; and other factors detailed from time
to time in NCR's and Retalix's respective U.S. Securities and
Exchange Commission reports and NCR's annual reports to
stockholders. NCR and Retalix Ltd. do not undertake any obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
CONTACT: Mark Scott, NCR Media Relations
404-431-8733
mark.scott@ncr.com
Gavin Bell, NCR Investor Relations
212-589-8468
gavin.bell@ncr.com
Sarit Sagiv, CFO, Retalix Ltd.
+972-9-776-6618
investors@retalix.com