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NCR Completes Acquisition of Retalix



  NCR Completes Acquisition of Retalix

Business Wire

DULUTH, Ga. -- February 6, 2013

NCR Corporation  (NYSE: NCR) today announced that it has completed its
acquisition of Retalix Ltd. (NASDAQ: RTLX), a leading global provider of
innovative retail software and services.

“This acquisition is another demonstration of NCR’s commitment to global
innovation, leadership and delivering a world-class portfolio of solutions
that create significant value for our shareholders and customers,” said NCR
Chairman and CEO, Bill Nuti. “Retalix’s market-leading software, services
capabilities, and exceptional talent are a strategic fit for NCR, and support
our continued focus on a future driven by software, wrapped elegantly in
hardware and services.”

In the transaction, NCR is paying a cash purchase price of $30.00 per Retalix
share, implying a transaction value of approximately $650 million, excluding
transaction related fees. With the completion of the transaction, Retalix
became a wholly owned subsidiary of NCR, and its common stock ceased to trade
on the NASDAQ Global Select Market and Tel Aviv Stock Exchange and will be
delisted.

J.P. Morgan acted as exclusive financial advisor and Morrison & Foerster LLP
and Amit, Pollak, Matalon & Co. provided legal advice to NCR. Jefferies & Co.,
Inc. acted as financial advisor and Meitar Liquornik Geva & Leshem Brandwein
provided legal advice to Retalix Ltd.

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, telecom carrier
and equipment organizations in more than 100 countries. NCR (www.ncr.com) is
headquartered in Duluth, Georgia.

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.

NCR is a trademark of NCR Corporation in the United States and other
countries.

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 and expectations regarding the business of Retalix Ltd.;
discussions 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; uncertainties with regard to regulations,
lawsuits, claims and other matters across various jurisdictions; and other
factors detailed from time to time in NCR's U.S. Securities and Exchange
Commission reports and NCR's annual reports to stockholders. NCR does 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:

NCR Media Relations
Kevin Ruane
212-589-8553
Kevin.Ruane@ncr.com
or
NCR Investor Relations
Tracy Krumme
212-589-8569
Tracy.Krumme@ncr.com
or
Retalix Ltd.
Sarit Sagiv, CFO
+972-9-776-6618
investors@retalix.com
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