NCR Corporation (NYSE: NCR) today announced a definitive
agreement to acquire Allentown, Pa.-based JetPay (NASDAQ: JTPY), a
provider of end-to-end payment processing and Human Capital
Management solutions.
The transaction will be a cash tender offer of $5.05 per JetPay
share, which represents a multiple of 2.9 times 2018 consensus
revenue forecast of $63.4 million. The purchase price is
approximately $184 million and will be financed with a combination
of cash on hand and existing capacity under NCR’s revolving credit
facility. The offer has been approved by each company’s board of
directors.
This acquisition will enable NCR to integrate a cloud-based
payments platform into its enterprise point-of-sale (POS) solutions
for retail and hospitality industries. It also accelerates NCR’s
strategy of increasing recurring revenue growth and expanding
margins by enhancing its mix of software and services.
“The acquisition of JetPay is a key, strategic initiative that
will enable NCR to create a full, end-to-end integrated payments
offering for its enterprise-wide POS customers,” said NCR President
and Chief Executive Officer, Michael D. Hayford. “Enabling payments
as part of our transactions is part of our long-term strategy to
create integrated value for our clients.”
“JetPay has always focused on taking great care of our
customers, creating value for our stockholders, delivering
innovative solutions, and expanding our market reach,” said Diane
Faro, Chief Executive Officer, JetPay. “This combination
dramatically accelerates our capabilities across these initiatives.
NCR’s global footprint, brand recognition and track record of
innovation will help us accelerate our strategic objectives and
create even more value for our customers.”
“NCR’s acquisition of JetPay reflects an important trend in
consolidation in the payments ecosystem. This acquisition allows
NCR to couple stickier, feature-rich POS and payment acceptance
applications with payment processing,” said Rivka Gewirtz Little,
Research Director, Worldwide Payment Strategies, IDC.
“Additionally, both NCR and JetPay have provided services to the
SMB market where retailers are likely to be open for the adoption
of a unified POS and payments processing offering. This
consolidated offering means maintaining simpler relationships with
fewer vendors without compromising on features.”
The transaction is anticipated to close by year-end, subject to
regulatory approval and other customary closing conditions. The two
companies anticipate a smooth transition for customers, channel
partners and employees.
Two of JetPay’s major stockholders, Flexpoint Ford, a private
equity investment firm that specializes in the financial services
and healthcare industries, and Larry Stone, a longstanding
executive in the payment processing industry, have agreed to tender
their shares in support of the transaction.
Financial Technology Partners LP and FTP Securities LLC acted as
the financial and strategic advisor to the Special Committee of the
Board of Directors of JetPay and Dechert LLP acted as legal
advisors.
BofA Merrill Lynch acted as the financial and strategic advisor
to the Board of Directors of NCR Corporation in connection with the
transaction.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in banking and commerce
solutions, powering incredible experiences that make life easier.
With its software, hardware, and portfolio of services, NCR enables
760 million transactions daily across financial, retail,
hospitality, travel, telecom and technology industries. NCR is
headquartered in Atlanta, Ga., with 34,000 employees and does
business in 180 countries. NCR is a trademark of NCR Corporation in
the United States and other countries.
Web site: www.ncr.comTwitter: @NCRCorporationFacebook:
www.facebook.com/ncrcorpLinkedIn:
www.linkedin.com/company/ncr-corporationYouTube:
www.youtube.com/user/ncrcorporation
About JetPay Corporation
JetPay Corporation, based in Allentown, Pa., is a leading
provider of vertically integrated solutions for businesses
including card acceptance, processing, payroll, payroll tax filing,
human capital management services, and other financial
transactions. JetPay provides a single vendor solution for payment
services, debit and credit card processing, ACH services, and
payroll and human capital management needs for businesses
throughout the United States. The Company also offers low-cost
payment choices for the employees of these businesses to replace
costly alternatives. The Company’s vertically aligned services
provide customers with convenience and increased revenues by
lowering payments-related costs and by designing innovative,
customized solutions for internet, mobile, and cloud-based
payments. Please visit www.jetpay.com for more
information on what JetPay has to offer or call 866-4JetPay
(866-453-8729).
Notice to Investors
The tender offer for the outstanding common and preferred stock
of JetPay has not yet commenced. This communication is for
informational purposes only and does not constitute an offer to buy
or a solicitation of an offer to sell any securities of JetPay. The
solicitation and offer to buy common stock and preferred stock of
JetPay will only be made pursuant to an Offer to Purchase and
related materials. At the time the tender offer is commenced, NCR’s
acquisition subsidiary, Orwell Acquisition Corporation, will file a
tender offer statement on Schedule TO with the SEC, and JetPay will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer. Investors are urged to
read these materials when they become available, as well as any
other relevant documents filed with the SEC when they become
available, carefully and in their entirety because they will
contain important information, including the terms and conditions
of the tender offer. Investors may obtain a free copy of the
Solicitation/Recommendation Statement and other documents (when
available) that JetPay files with the SEC at the SEC's website
at www.sec.gov, or free of charge from JetPay
at www.jetpay.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this announcement regarding the proposed
transaction, the expected timetable for completing the proposed
transaction, future financial and operating results, future capital
structure and liquidity, benefits of the proposed transaction,
general business outlook and any other statements about the future
expectations, beliefs, goals, plans or prospects of the board or
management of NCR or JetPay constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Any statements that are not statements of historical fact
(including statements containing the words "expects," "intends,"
"anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets"
and other similar expressions) are intended to identify
forward-looking statements. There are a number of factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
ability to obtain requisite regulatory approvals, the majority of
the voting power of the Shares and the Preferred Shares and the
satisfaction of the other conditions to the consummation of the
proposed transaction; the potential impact of the announcement or
consummation of the proposed transaction on relationships,
including with employees, suppliers and customers; the ability to
achieve the value creation contemplated by the proposed
transaction; and the other factors and financial, operational and
legal risks or uncertainties described in the NCR’s and JetPay's
public filings with the SEC, including the "Risk Factors" sections
of JetPay's Annual Report on Form 10-K for the year
ended December 31, 2017 and subsequent Quarterly Reports
on Form 10-Q, as well as the tender offer documents to be filed by
Orwell Acquisition Corporation and the Solicitation/Recommendation
Statement to be filed by JetPay. JetPay stockholders should not
place undue reliance on any forward-looking statements. NCR and
JetPay disclaim any intention or obligation to update or revise any
forward-looking statements as a result of developments occurring
after the date of this document except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20181022005474/en/
News Media Contact:Tim HenschelNCR
Corporation770-299-5100Tim.Henschel@NCR.comorInvestor
Contact:Michael NelsonNCR
Corporation678-808-6995michael.nelson@ncr.comorJetPay
Contacts:Peter DavidsonJetPay
Corporation404-427-9432peter.davidson@jetpaycorp.comorGregory
KrzemienJetPay Corporation610-737-1939Gkrzemien@jetpaycorp.com
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