This Tender Offer Statement on Schedule TO (this “Statement”) relates solely to
preliminary communications made before the commencement of a planned tender offer by Orwell Acquisition Corporation (“Merger Sub”), a wholly-owned subsidiary NCR Corporation (“NCR”), for all of the outstanding shares of common
stock (“Common Stock”) and Series A, Series
A-1
and Series
A-2
Convertible Preferred Stock issued and outstanding (each, a “Preferred Share”) of
JetPay Corporation (“JetPay”), to be commenced pursuant to the Agreement and Plan of Merger, dated October 19, 2018, among NCR, Merger Sub and JetPay.
Important Information
In connection with
the proposed acquisition, NCR will cause Merger Sub to commence a tender offer for the outstanding shares of JetPay. The tender offer has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to
sell any shares of the Common Stock or Preferred Shares of JetPay or any other securities. At the time the tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related
documents, will be filed with the SEC by Merger Sub and a Solicitation/Recommendation Statement on Schedule
14D-9
will be filed with the SEC by JetPay. The offer to purchase shares of JetPay’s Common
Stock and Preferred Shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. The tender offer statement will be filed with the SEC by Merger Sub, and the
solicitation/recommendation statement will be filed with the SEC by JetPay. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND JETPAY STOCKHOLDERS ARE URGED TO
READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. STOCKHOLDERS OF JETPAY WILL BE ABLE TO OBTAIN A FREE COPY OF THESE DOCUMENTS (WHEN THEY BECOME AVAILABLE) AND OTHER DOCUMENTS FILED BY JETPAY, NCR OR MERGER SUB WITH THE SEC AT THE WEBSITE MAINTAINED
BY THE SEC AT
WWW.SEC.GOV
.
Cautionary Statement Regarding Forward-Looking Statements
The exhibits attached hereto contain forward-looking statements. Forward-looking statements use words such as “expect,” “anticipate,”
“outlook,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “could,” and words of similar meaning. Statements that describe or relate to NCR’s plans, goals,
intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond NCR’s, Merger Sub’s and JetPay’s control.
Statements in this document and the exhibits attached
hereto regarding NCR, Merger Sub and JetPay that are forward-looking, including, without limitation, the anticipated benefits of the proposed transaction, the impact of the transaction on anticipated financial results, and the closing date for the
proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond the control of NCR, Merger Sub and JetPay. Important risk factors
could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to: the timing to consummate the proposed transaction; the risk that a condition to closing of
the proposed transaction may not be satisfied and the transaction may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not
anticipated; the ability to achieve the value creation contemplated by the proposed transaction; management’s ability to promptly and effectively integrate the businesses of the two companies; the diversion of management time on
transaction-related issues; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers and customers; and the other factors and financial, operational and legal risks or
uncertainties described in the Company’s filings with the SEC, 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 on which it is made. 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.