DULUTH, Ga. — December 16, 2015 — NCR Corporation (NYSE: NCR) today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, New York City time, on Friday, December 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii) purchase price tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2015, and the related Letter of Transmittal.
Based on the preliminary count by the depositary for the tender offer, a total of approximately 41.2 million shares of NCR’s common stock were validly tendered and not validly withdrawn at or below a purchase price of $26.75 per share, including approximately 21.0 million shares that were tendered through notice of guaranteed delivery.
The tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary for the tender offer, NCR expects to repurchase approximately 37.4 million shares at a purchase price of $26.75 per share on a pro rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of approximately $1.0 billion, excluding fees and expenses related to the tender offer. As such, NCR has determined that the preliminary proration factor for the tender offer is approximately 90.7%. The shares expected to be repurchased represent approximately 22.0% of NCR’s common stock outstanding as of November 9, 2015.
The number of shares expected to be purchased in the tender offer, the purchase price and the proration factor referred to above are preliminary and subject to change. The preliminary information contained in this press release is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the prescribed three trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated served as dealer managers for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson Inc., at (888) 497-9677 (toll-free).
About NCR Corporation
NCR Corporation (NYSE: NCR) is the global leader in consumer transaction technologies, turning everyday interactions with businesses into exceptional experiences. With its software, hardware, and portfolio of services, NCR enables nearly 550 million transactions daily across the financial, retail, hospitality, travel, telecom and technology industries. NCR solutions run the everyday transactions that make your life easier.
NCR is headquartered in Duluth, Georgia with over 30,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries. NCR encourages investors to visit its web site which is updated regularly with financial and other important information about NCR at www.ncr.com