NCR Corporation (NYSE: NCR), a leading enterprise technology
provider to banks, retailers and restaurants, today announced its
Board of Directors has unanimously approved a plan to separate NCR
into two independent, publicly traded companies – one focused on
digital commerce, the other on ATMs. The separation is intended to
be structured in a tax-free manner and is targeted for 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 significant strides
over the past four years in creating a leading
software-as-a-service business while continuing to strengthen and
grow the ATM business. By creating two best-in-class independent
companies, we should be able to accelerate the pace of
transformation by enabling each to execute its own growth
strategies and better capture the value-creation opportunities
ahead,” said Frank R. Martire, executive chairman, NCR Board of
Directors. “Throughout the strategic review process, we received
material interest in a whole company sale of NCR, as well as
interest in various individual segments of our business. In recent
days, it has become increasingly clear to the Board that, given the
state of current financing markets, we cannot deliver a whole
company transaction that reflects an appropriate and acceptable
value for NCR to our shareholders.”
The digital commerce company will be a growth business
positioned to leverage NCR’s software-led model to continue
transforming, connecting and running global retail, hospitality and
digital banking. It will maximize common solutions to drive
innovation and boost operational efficiency. The company will also
reinvest in the business to accelerate growth and recurring
revenue.
The ATM company will be a cash-generative business positioned to
focus on delivering ATM as a Service to a large, installed customer
base across banks and retailers. It will build on NCR’s leadership
in self-service banking and ATM networks to meet global demand for
ATM access and leverage new ATM transaction types, including
digital currency solutions, to drive market growth. The company
will also continue shifting to a highly recurring revenue model to
drive stable cash flow and capital returns to shareholders.
“This announcement is the right next step in NCR’s
transformation. The separation would create two strong companies at
scale, each with distinctive business goals and capital structures
and allocation, as well as increased flexibility to innovate,” said
Michael D. Hayford, CEO of NCR. “Each company can simplify its
operations and focus on what it does best, and because they will
have different growth profiles and economic models, separating them
will also provide investors with greater transparency and a better
ability to value each of the businesses. And, importantly, we
believe this approach will put us in the best position to drive the
most competitive products and solutions for our customers.”
The separation transaction will follow the satisfaction of
customary conditions, including effectiveness of appropriate
filings with the U.S. Securities and Exchange Commission, and the
completion of audited financials.
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 additional clarity on
the separation process and the financial characteristics of each
business will be available at http://investor.ncr.com. The
conference call will be archived and available on the same site
shortly after the call is complete.
Please join the call via one of the two dial-in numbers below 15
minutes prior to the scheduled start time. When prompted, provide
the confirmation code.
- Local dial-in number: +1 786-460-7169
- Toll-free dial-in number: 888-820-9413
- Confirmation code: 1668788
The NCR Board of Directors engaged BofA Securities, Inc.,
Goldman Sachs & Co. LLC, and Evercore Group L.L.C. as financial
advisors during the strategic review process.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in transforming,
connecting and running technology platforms for self-directed
banking, stores and restaurants. NCR is headquartered in Atlanta,
Georgia, with 38,000 employees globally. NCR is a trademark of NCR
Corporation in the United States and other countries.
Web site: www.ncr.com Twitter: @NCRCorporation Facebook:
www.facebook.com/ncrcorp LinkedIn:
www.linkedin.com/company/ncr-corporation YouTube:
www.youtube.com/user/ncrcorporation
Cautionary Statements
This release 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
Litigation Reform Act of 1995 (the “Act”). Forward-looking
statements use words such as “expect,” “anticipate,” “outlook,”
“intend,” “plan,” “confident,” “believe,” “will,” “should,”
“would,” “potential,” “positioning,” “proposed,” “objective,”
“could,” “may,” and words of similar meaning, as well as other
words or expressions referencing future events, conditions or
circumstances. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Act. 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. Examples of
forward-looking statements in this release include, without
limitation, statements regarding the proposed separation of NCR
into two separate companies, including, but not limited to,
statements regarding the anticipated timing and structure of such
proposed transaction, the future commercial performance of the
digital commerce company or the ATM company following such proposed
transaction, and value creation and ability to innovate and drive
growth generally as a result of such transaction. Forward-looking
statements are based on our current beliefs, expectations and
assumptions, which may not prove to be accurate, 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
important factors that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements, including those factors relating
to:
- 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 the payments-related
business and industry; disruptions in our data center hosting and
public cloud facilities; retention and attraction of key employees;
defects, errors, installation difficulties or development delays;
failure of third-party suppliers; the impact of the coronavirus
(COVID-19) pandemic and geopolitical and macroeconomic challenges;
environmental exposures from historical and ongoing manufacturing
activities; and climate change
- Data Privacy & 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; incurrence of additional debt or
similar liabilities or obligations; access or renewal of financing
sources; our cash flow sufficiency to service our indebtedness;
interest rate risks; the terms governing our trade receivables
facility; the impact of certain changes in control relating to
acceleration of our indebtedness, our obligations under other
financing arrangements, or required repurchase of our senior
unsecured notes; and any lowering or withdrawal of the ratings
assigned to our debt securities by rating agencies; our pension
liabilities; and write down of the value of certain significant
assets
- Law and Compliance: protection of our intellectual property;
changes to our tax rates and additional income tax liabilities;
uncertainties regarding regulations, lawsuits and other related
matters; and changes to cryptocurrency regulations
- Governance: impact of the terms of our Series A Convertible
Preferred (“Series A”) Stock relating to voting power, share
dilution and market price of our common stock; rights, preferences
and privileges of Series A stockholders compared to the rights of
our common stockholders; and actions or proposals from stockholders
that do not align with our business strategies or the interests of
our other stockholders
- Proposed Separation: an unexpected failure to complete, or
unexpected delays in completing, the necessary actions for the
proposed separation, or to obtain the necessary approvals to
complete these actions; that the potential strategic benefits,
synergies or opportunities expected from the separation may not be
realized or may take longer to realize than expected; costs of
implementation of the separation and any changes to the
configuration of businesses included in the separation if
implemented; the potential inability to access or reduced access to
the capital markets or increased cost of borrowings, including as a
result of a credit rating downgrade; the potential adverse
reactions to the proposed separation by customers, suppliers,
strategic partners or key personnel and potential difficulties in
maintaining relationships with such persons and risks associated
with third party contracts containing consent and/or other
provisions that may be triggered by the proposed separation; the
risk that any newly formed entity to house the digital commerce or
ATM business would have no credit rating and may not have access to
the capital markets on acceptable terms; unforeseen tax liabilities
or changes in tax law; requests or requirements of governmental
authorities related to certain existing liabilities; and the
ability to obtain or consummate financing or refinancing related to
the transaction upon acceptable terms or at all.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially from those set forth in the forward-looking
statements. There can be no guarantee that the proposed separation
will be completed in the expected form or within the expected time
frame or at all. Nor can there be any guarantee that the digital
commerce business and ATM business after a separation will be able
to realize any of the potential strategic benefits, synergies or
opportunities as a result of these actions. Neither can there
be any guarantee that shareholders will achieve any particular
level of shareholder returns. Nor can there be any guarantee that
the proposed separation will maximize value for shareholders, 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 concerning these and other factors can be
found in the Company’s filings with the U.S. 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 on which it is made. The Company 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, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220915006159/en/
NCR Media Contact Scott Sykes NCR Corporation
scott.sykes@ncr.com
NCR Investor Contact Michael Nelson NCR Corporation
678.808.6995 michael.nelson@ncr.com
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