NCR to Acquire Retalix, Expands Retail Industry Leadership

  NCR to Acquire Retalix, Expands Retail Industry Leadership

Acquisition of Retalix will position NCR as the innovation leader delivering a
  world-class portfolio of hardware, software and services offerings for the
                               retail industry

Business Wire

DULUTH, Ga. -- November 28, 2012

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

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 Or you can access the call by
dialing 888-324-0282 and entering the participant passcode, NCR. NCR's web
site ( contains a significant amount of information about NCR,
including financial and other information for investors
( 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

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
( 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.

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.


NCR Media Relations
Mark Scott, 404-431-8733
NCR Investor Relations
Gavin Bell, 212-589-8468
Retalix Ltd.
Sarit Sagiv, +972-9-776-6618
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