NCR Completes Tender Offer for Outstanding Shares of Radiant Systems
August 22 2011 - 9:00AM
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tendered and not validly withdrawn as of the expiration time,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not validly withdrawn have been accepted for payment.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.
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 merger and the risk of
shareholder litigation, including the disposition of currently
pending litigation, in connection with the merger. 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.
Radiant Systems, Inc. (MM) (NASDAQ:RADS)
Historical Stock Chart
From May 2024 to May 2024
Radiant Systems, Inc. (MM) (NASDAQ:RADS)
Historical Stock Chart
From May 2023 to May 2024