NCR separates into two independent, industry-leading companies
Atlanta – (work wire) — NCR Corporation (NYSE: NCR), a leading provider of enterprise technology to banks, retailers and restaurants, today announced that its board of directors has unanimously approved a plan to separate NCR into two independent publicly traded companies — one focused on digital commerce and the other on automated teller machines. The chapter aims to be regulated in a tax-exempt manner and targets the end of 2023.
“It has become clear that NCR has the opportunity to unlock value for our shareholders by separating our digital commerce business and our ATM business. We have made great strides over the past four years in creating a leading SaaS company while continuing to strengthen and grow By creating two independent best-in-class companies, we must be able to accelerate the pace of transformation by enabling each to implement its own growth strategies and make better use of value-creating opportunities Future NCR Board of Directors “During the strategic review process, we received material interest in selling an entire company to NCR, as well as interest in various individual segments of our business. In recent days, it has become increasingly clear to the Board of Directors that due to the current state of the funding markets, we are unable to provide a complete transaction for the Company that reflects an appropriate and acceptable value to NCR for our shareholders.”
The digital commerce company will be a growing company in a position to take advantage of the software-led NCR model to continue transforming, connecting and powering global digital banking, hospitality and retail. It will maximize joint solutions to drive innovation and enhance operational efficiency. The company will also reinvest in the business to accelerate growth and repeat revenue.
The ATM company will be a cash-generating company that aims to focus on providing ATMs as a service to a large and proven customer base across banks and retailers. It will build on NCR’s leadership in self-service banking and ATM networks to meet the global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. The company will also continue to shift to a highly recurring revenue model to achieve consistent cash flow and capital returns for shareholders.
“This announcement is the right next step in NCR’s transformation. The separation will create two strong companies at scale, each with distinct business objectives, capital structures and allocation, as well as increased flexibility to innovate,” said Michael D. Hayford, CEO of NCR. “Each company can streamline their operations and focus on what they do best, and because they have different growth profiles and economic models, separating them will also provide investors with more transparency and a better ability to rate each company. Most importantly, we believe this approach will put us in the best position to drive the most competitive products and solutions for our customers.”
The severance deal will follow meeting customary requirements, including the effectiveness of appropriate filings with the US Securities and Exchange Commission, and completion of audited financial statements.
NCR will host a conference call to discuss the creation of two independent companies on Friday, September 16 at 8:30 a.m. ET. A webcast and related presentation providing further clarity on the separation process and the financial characteristics of each business is available at http://investor.ncr.com. The conference call will be archived and available on the same location shortly after the call is completed.
Please join the call via one of the two contact numbers less than 15 minutes before the specified start time. Enter the confirmation code when prompted.
- local contact number: +1 786-460-7169
- Toll Free Contact Number: 888-820-9413
- Confirm the code: 1668788
The NCR Board of Directors has appointed BofA Securities, Inc. and Goldman Sachs & Co. LLC and Evercore Group LLC as financial advisors during the strategic review process.
The NCR Corporation (NYSE: NCR) is a leader in transforming, connecting and operating technology platforms for the self-directed banking, convenience store and restaurant. NCR is headquartered in Atlanta, Georgia, and has 38,000 employees worldwide. NCR is a trademark of NCR Corporation in the United States and other countries.
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This statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995 (” Law”). Forward-looking statements use words such as “expect,” “expect,” “expect,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “will,” “likely,” and positioning,” “suggested,” “objective,” “could,” “may,” and words with a similar meaning, as well as other words or expressions that refer to future events, circumstances or conditions. We intend to cover these forward-looking statements with harbor provisions. Safe forward-looking statements contained in law Statements describing or relating to NCR’s plans, objectives, intentions, strategies or financial expectations, and statements that do not relate to historical or current facts, are examples of forward-looking statements Examples of forward-looking statements contained in this release include, but are not limited to , data regarding the proposed separation of NCR into two separate companies, including, but not limited to, data regarding the expected timing and structure of such proposed transaction, and the future business performance of NCR. The digital commerce or ATM company pursuing such proposed transaction , creating value and the ability to innovate and drive Growth in general as a result of such treatment. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not be accurate, and involve a number of known and unknown risks and uncertainties, many of which are beyond NCR’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual results and results to differ materially from those contemplated by such forward-looking statements, including those factors relating to the following:
Strategy and Technology: Transforming Our Business Model; development and introduction of new solutions; competition in the technology industry; integration of acquisitions and management of alliance activities; Our multinational operations
business operations: domestic and global economic and credit conditions; risks and uncertainties from business and industry relating to payments; Disruptions in data center hosting and public cloud facilities; Retain and attract key employees; Defects, errors, installation difficulties or development delays; failure of third party suppliers; Impact of the Coronavirus (COVID-19) pandemic and geopolitical and macroeconomic challenges; Environmental exposures from past and ongoing manufacturing activities; and climate change
Data privacy and security: Impact of data protection, cybersecurity and data privacy including any related issues
Finance and Accounting: our level of indebtedness; the terms governing our indebtedness; assume additional debts, obligations or similar obligations; access to or renew funding sources; the adequacy of our cash flow to service our indebtedness; interest rate risk The terms that govern our trade receivables facility; the effect of certain changes in control relating to acceleration of our indebtedness, our obligations under other financing arrangements, or the required repurchase of our unsecured securities; any reduction or withdrawal of the ratings assigned to our debt securities by rating agencies; our pension obligations; Recording the value of some important assets
Law and Compliance: protect our intellectual property; changes to our tax rates and additional income tax obligations; Uncertainty about regulations, litigation and other related matters; Changes in cryptocurrency regulations
Governance: the impact of the terms of our Series A Convertible Preferred Stock (“Series A”) relating to the voting power, share dilution and market price of our common stock; the rights, preferences and privileges of Class A shareholders in comparison to those of our ordinary shareholders; and actions or suggestions of shareholders that are inconsistent with our business strategies or the interests of our other shareholders
proposed dismissal: unexpected failure to complete, or unexpected delays in completing, procedures necessary for the proposed dismissal, or to obtain consents necessary to complete such actions; that the potential strategic benefits, synergies or opportunities anticipated from the separation may not have been realized or may take longer than expected to be realized; The costs of executing the chapter and any changes to the composition of the works included in the chapter if they are implemented; Possible lack of or reduced access to the capital markets or an increase in the cost of borrowing, including as a result of a credit rating downgrade; possible negative reactions to the proposed dismissal by customers, suppliers, strategic partners or key employees and possible difficulties in maintaining relationships with such persons and risks associated with third-party contracts containing consent and/or other provisions that may arise from the proposed dismissal; The risk that a newly formed entity housing a digital commerce or ATM business will not have a credit rating and may not be able to access the capital markets on acceptable terms; unforeseen tax obligations or changes in tax law; requests or requirements of government authorities relating to certain existing obligations; The ability to obtain or complete financing or refinancing related to the transaction on acceptable terms or at all.
If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results may differ materially from those set forth in the forward-looking statements. There can be no guarantee that a proposed chapter will be completed as expected, within the expected timeframe, or at all. There can be no guarantee that the post-separation digital commerce and ATM business will be able to realize any of the potential strategic benefits, synergies or opportunities as a result of such actions. There can be
To be any guarantee that shareholders will achieve any given level of shareholder returns. Nor can there be any guarantee that the proposed separation will increase shareholder value, or that NCR or any of its divisions, or separate digital commerce and ATM business, will be commercially successful in the future, or achieve any particular credit rating or financial results.
Additional information regarding these and other factors can be found in the company’s filings with the US Securities and Exchange Commission, including the company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.