Page 1

NCR Corporation Logo NCR and Cardtronics Announce Definitive Acquisition Agreement at $ 39.00 Per Share January 25 , 2021 Accelerates NCR - as - a - Service Strategy and Expands Opportunities in Payments Transaction Expected to be Accretive to NCR Earnings in First Full Year ATLANTA & HOUSTON -- ( BUSINESS WIRE ) -- Jan . 25 , 2021-- NCR Corporation ( NYSE : NCR ) , a global enterprise technology provider for the financial , retail and hospitality industries , and Cardtronics ( Nasdaq : CATM ) , the world's largest non - bank ATM operator and service provider , today announced that they have entered into a definitive agreement under which NCR will acquire all outstanding shares of Cardtronics for $ 39.00 per share in an all - cash transaction with an enterprise value of approximately $ 2.5 billion , including debt . The transaction has been approved by the Boards of Directors of both companies . This press release features multimedia . View the full release here : https://www.businesswire.com/news/home/20210125005452/en/ " This transaction accelerates the NCR - as - a - Service strategy we laid out at Investor Day in December , further shifts NCR's revenue mix to software , services and recurring revenue , and adds value for our customers , " said Michael D. Hayford , President and Chief Executive Officer of NCR . " We have had a long - standing relationship with Cardtronics and its outstanding team . Its Allpoint network is highly complementary to NCR's payments platform , and the combined company will be able to seamlessly connect retail and banking customers . Simply put , we are better together . " " We are pleased to announce this compelling transaction , which will deliver superior value to our shareholders , " said Edward H. West , Chief Executive Officer of Cardtronics . " This is a testament to the strength and value of Cardtronics , our talented team and customer base , and the complementary nature of our two businesses . Our Board determined that this transaction , which follows a comprehensive process and review of alternatives , is in the best interest of Cardtronics and our shareholders . " The combined company is expected to achieve $ 100- $ 120 million in run rate operating cost synergies by the end of 2022. The transaction is expected to be accretive to NCR's non - GAAP EPS in the first full year following the close of the transaction . NCR plans to finance the transaction with cash on hand and fully committed financing from Bank of America , N.A. The transaction is expected to close in mid - year 2021 , subject to receipt of regulatory approvals and satisfaction of customary closing conditions , including approval by Cardtronics ' shareholders . Upon completion of the transaction , Cardtronics will become a privately held company and Cardtronics ' common shares will no longer be listed on any public market . Prior to entry into the agreement with NCR , Cardtronics terminated its previously announced acquisition agreement with an entity affiliated with funds managed by affiliates of Apollo Global Management , Inc. in accordance with the terms of the acquisition agreement . In connection with the termination , NCR paid the termination fee of $ 32.6M in accordance with the terms of the acquisition agreement . BofA Securities is serving as financial advisor to NCR and Skadden , Arps , Slate , Meagher & Flom LLP is serving as legal counsel . Goldman Sachs & Co. LLC is serving as financial advisor to Cardtronics , and Weil , Gotshal & Manges LLP and Ashurst LLP are serving as legal counsel . Conference Call and Webcast Details NCR will host a conference call today at 9:00 a.m. Eastern Time for the investment community , to discuss the transaction . Access to the conference call and accompanying slides , as well as a replay of the call , are available on NCR's web site at http://investor.ncr.com . Additionally , the live call can be accessed at https://app.wc1.kontiki.com/event/bzckoz8iva . Investor Presentation NCR has posted an updated investor presentation with more information about the transaction to its website at http://investor.ncr.com . About NCR Corporation NCR Corporation ( NYSE : NCR ) is a leading software- and services - led enterprise provider in the financial , retail and hospitality industries . NCR is headquartered in Atlanta , Ga . , with 36,000 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 About Cardtronics Cardtronics is the trusted leader in financial self - service , enabling cash transactions at over 285,000 ATMs across 10 countries in North America , Europe , Asia - Pacific , and Africa . With our scale , expertise and innovation , top - tier merchants and businesses of all sizes use our ATM solutions to drive growth , in - store traffic , and retail transactions . Financial services providers rely on Cardtronics to deliver superior service at their own ATMs , on Cardtronics ATMs where they place their brand , and through Cardtronics ' Allpoint Network , the world's largest retail based surcharge - free ATM network , with over 55,000 locations . As champions of cash , Cardtronics converts digital currency into physical cash , driving payments choice for businesses and consumers alike . Learn more about Cardtronics by visiting www.cardtronics.com and by following us on LinkedIn and Twitter . Additional Information and Where to Find It This communication may be deemed solicitation material in respect of the proposed acquisition of Cardtronics by NCR . This communication does not