Retalix Calls Special General Shareholder Meeting for Approval of Merger

Retalix Calls Special General Shareholder Meeting for Approval of Merger

RA'ANANA, Israel, Dec. 3, 2012 (GLOBE NEWSWIRE) -- In compliance with the
Companies Law, 5759-1999 of the State of Israel and the regulations
promulgated thereunder (the "Companies Law"), Retalix Ltd. (Nasdaq:RTLX)
("Retalix") hereby notifies its shareholders that it will hold a special
general meeting of shareholders (the "Meeting") at Retalix's offices, located
at 10 Zarhin Street, Ra'anana, Israel, on January 7, 2013 at 10:00 a.m. Israel
time. The record date for the determination of the holders of Retalix's
ordinary shares, nominal value NIS 1.00 per share ("Ordinary Shares"),
entitled to this notice of the Meeting and to vote at the Meeting is December
10, 2012.

At the Meeting, Retalix's shareholders will be asked to vote on the following:

1. The approval, pursuant to Section 320 of the Companies Law, of the merger
of Retalix with Moon S.P.V. (Subsidiary) Ltd. ("Merger Sub"), a company formed
under the laws of the State of Israel and an indirect, wholly-owned subsidiary
of NCR Corporation, a Maryland corporation ("NCR"), including approval of: (i)
the merger transaction pursuant to Sections 314 through 327 of the Companies
Law, whereby Merger Sub will merge with and into Retalix, with Retalix
surviving and becoming an indirect, wholly-owned subsidiary of NCR (the
"Merger"); (ii) the Agreement and Plan of Merger, dated as of November 28,
2012, by and among, NCR, Merger Sub and Retalix (the "Merger Agreement");
(iii) the consideration to be received by Retalix's shareholders in the
Merger, consisting of $30.00 in cash, without any interest thereon, subject to
the withholding of any applicable taxes (the "Merger Consideration"), for each
Ordinary Share held as of the effective time of the Merger; (iv) the
conversion of each outstanding option, and each warrant, to purchase one
Ordinary Share into the right to receive an amount of cash equal to the
excess, if any, of the Merger Consideration over the applicable exercise price
of such option or warrant (the receipt of such cash is subject, in the case of
(a) an unvested option, to the subsequent vesting, and the fulfillment of the
existing conditions related to vesting, of such option, and (b) an option
subject to the capital gains route of Section 102 of the Israeli Income Tax
Ordinance [New Version] 1961, to the requirements of such Section 102); and
(v) all other transactions and arrangements contemplated by the Merger
Agreement, which was attached as Exhibit 99.1 to the Report on Form 6-K
furnished by Retalix to the U.S. Securities and Exchange Commission (the
"SEC") on November 29, 2012.

2. Any other business that properly comes before the Meeting or any
adjournment or postponement of the Meeting, including any proposal for
adjournment or postponement thereof.

The Board of Directors of Retalix recommends that Retalix's shareholders
approve the Merger Agreement, the Merger and the other transactions
contemplated by the Merger Agreement.

The presence in person or by proxy of two or more shareholders possessing at
least 25% of Retalix's voting power will constitute a quorum at the Meeting.
In the absence of a quorum within 30 minutes of the scheduled time for the
Meeting, the Meeting will be adjourned for a week and will be held on January
14, 2013 at the same time and place. At such adjourned meeting, the presence
of at least two shareholders in person or by proxy (regardless of the voting
power possessed by their shares) will constitute a quorum. Approval of the
Merger requires the affirmative vote of a majority of the Ordinary Shares
present (in person or by proxy) and voting (not including abstentions) at the
Meeting (or at any adjournment thereof), excluding any Ordinary Shares that
are held by Merger Sub, NCR, or by any person holding at least 25% of the
means of control of either of them, or anyone acting on behalf of either of
them, including any of their affiliates.

In accordance with the regulations under the Companies Law, Retalix is
publishing a Hebrew language version of the notice of the Meeting in Israeli
newspapers on December 3, 2012. Soon thereafter, Retalix will provide to its
shareholders a proxy statement describing the Merger, the Merger Agreement,
the procedure for voting in person or by proxy at the Meeting and various
other details related to the Meeting.


Except for statements of historical fact, the information presented herein
constitutes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other U.S. federal securities
laws. For example, the statements regarding the potential Merger involving
Retalix, NCR and Merger Sub and shareholders' receipt of the Merger
Consideration in such Merger include forward-looking statements. The
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual results, performance or achievements
of Retalix, including revenues, income and expenses, and the actual Merger
Consideration payable pursuant to the Merger (if any), to be materially
different from any future results, performance or achievements, or from the
currently expected Merger Consideration, respectively, or from other guidance
or outlooks expressed or implied by such forward-looking statements. Such
factors include risks relating to Retalix's anticipated future financial
performance and growth, continued rollouts with existing customers, continued
interest in Retalix's products, perception by leading retailers of Retalix's
reputation, potential benefits to retailers, expansion into new geographic
markets and other factors over which Retalix may have little or no control.
This list is intended to identify only certain of the principal factors that
could cause actual results to differ. Additional risks related to the proposed
Merger of Retalix with NCR and Merger Sub may also cause actual results to
differ from expected results. Readers are referred to the reports and
documents filed by Retalix with the Securities and Exchange Commission,
including Retalix's Annual Report on Form 20-F for the year ended December 31,
2011, for a discussion of these and other important risk factors. Except as
required by law, Retalix undertakes no obligation to publicly release any
revisions to these forward-looking statements, that may be made to reflect
events or circumstances after the date hereof, or to reflect the occurrence of
unanticipated events.


In connection with the proposed transaction, Retalix intends to submit
relevant materials to the SEC and other governmental or regulatory
authorities, including a proxy statement. INVESTORS ARE URGED TO READ THESE
other relevant materials (when they become available) and any other documents
submitted by Retalix to the SEC may be obtained free of charge at the SEC's
website at In addition, investors may obtain free copies
of the documents submitted to the SEC by contacting Retalix's investor
contact, Sarit Sagiv, at 1-877-573-7193 in the U.S. or +972-9-776-6600 in
Israel, or by accessing Retalix's investor relations website at Investors are urged to read
the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the

The Retalix Ltd. logo is available at

CONTACT: Sarit Sagiv, CFO
         Retalix Ltd.

Retalix Ltd. Logo
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