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`http://www.ncr.com/news/news-releases/uncategorized/ncr-to-acquire-radiant-systems-inc-
`establishing-technology-and-market-leadership-in-hospitality-and-specialty-retail
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`NCR to acquire Radiant Systems, Inc.,
`establishing technology and market
`leadership in hospitality and specialty
`retail
`
`July 10, 2011
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` 8:00 pm
`
`Creates third core industry vertical bringing strong software and SaaS capabilities,
`accelerating NCR’s revenue growth and margin expansion strategy
`
`Duluth, GA. – NCR Corporation (NYSE: NCR) and Radiant Systems, Inc. (NASDAQ: RADS)
`today announced a definitive agreement for NCR to acquire Radiant Systems, a leading provider
`of multichannel point-of-sale and managed hosted service solutions to the hospitality and
`specialty retail markets, through a cash tender offer of $28.00 per Radiant Systems share. The
`equity purchase price of $1.2 billion has been approved by the boards of directors of each
`company. NCR and Radiant Systems currently anticipate the transaction will close during the
`third quarter of 2011, subject to regulatory approval.
`
`The transaction accelerates NCR’s strategy of expanding into core industry adjacencies,
`increasing revenue growth rates and expanding margins by enhancing its mix of software and
`services. Radiant Systems’ market-leading software and Software as a Service (SaaS)
`capabilities will significantly enhance NCR’s solutions, creating a superior portfolio of
`multichannel point-of–service and self-service solutions. NCR will use its global sales, services
`and operations organizations to extend this portfolio to many of the fastest-growing markets in
`the world, while driving supply chain, operational and innovation synergies. Market coverage
`will be enhanced by Radiant Systems’ strong channel partner network, which will complement
`NCR’s channel and support its goal of building a world-class channel partner network.
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`With the addition of Radiant Systems, NCR will create a third core industry vertical, after its
`Financial and Retail lines of business, and establish category leadership in the hospitality and
`specialty retail markets. The hospitality and specialty retail total addressable markets are
`approximately $8 billion in size and under-penetrated by industry leaders.(1) NCR plans to
`leverage Radiant Systems’ leadership position in quick service and table service restaurants,
`specialty and convenience retailers and entertainment venues by combining Radiant Systems’
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`solution and services portfolio with NCR’s existing portfolio, brand and global reach. The
`transaction is expected to be accretive to NCR’s Non-GAAP earnings in 2012.(2)
`
`“Radiant Systems is a logical and strategic extension for NCR, moving us into attractive fast-
`growth adjacent markets,” said NCR Chairman and CEO Bill Nuti. “Radiant Systems has
`delivered 15 percent compounded annual revenue growth over the last five years, along with
`impressive margin expansion as a result of the high customer demand for its expansive software
`offerings. This acquisition will enable our companies to accelerate expansion through the
`powerful combination of each other’s strengths and NCR’s track record of driving
`transformational change. We will bring together two strong teams with Radiant Systems playing
`a vital role in enhancing our long-term growth, margin expansion and earnings appreciation.”
`
`“Radiant Systems’ growth strategy has always focused on taking great care of our customers,
`delivering leading innovation to our industries and continuing to expand our market presence
`across our industries and around the globe,” said John Heyman, CEO Radiant Systems. “This
`combination dramatically accelerates our capabilities on all of these initiatives. NCR’s global
`footprint, brand recognition and track record of innovation will help us achieve our strategic
`aspirations and create even more value for our customers. Importantly, both NCR and Radiant
`Systems share a vision that these accomplishments start with a common ingredient—great people
`to execute on the vision.”
`
`Key members of the Radiant Systems management team will play integral roles in strengthening
`NCR’s position in hospitality and specialty retail, including Andrew Heyman, currently Radiant
`Systems’ Chief Operating Officer, who will lead the new vertical. The two companies anticipate
`a seamless transition for customers, channel partners and employees.
`
`The tender offer is expected to commence on or before July 25, 2011. The offer will be open for
`a period of not less than 20 business days from its commencement and will be conditional upon,
`among other things, valid acceptances of the offer in respect of shares representing more than 50
`percent of the outstanding Radiant Systems shares on a fully diluted basis as well as satisfactory
`completion of other customary closing conditions, including regulatory approval.
`
`The acquisition will be financed through a combination of new debt and existing balance sheet
`cash. NCR will raise approximately $1.1 billion of new funded debt to finance the transaction.
`The financing will enable NCR to maintain a strong liquidity position post transaction. J.P.
`Morgan, RBC Capital Markets, BofA Merrill Lynch and Morgan Stanley provided committed
`financing to NCR for the transaction.
`
`Atlas Strategic Advisors LLC and J.P. Morgan Securities LLC acted as financial advisors to
`NCR on the transaction and Womble Carlyle Sandridge & Rice, PLLC acted as legal counsel.
`
`In connection with the transaction, Jefferies & Company, Inc. is acting as lead financial advisor,
`SunTrust Robinson Humphrey, Inc. is acting as co-advisor to Radiant Systems and DLA Piper
`LLP (U.S.) is acting as legal counsel.
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`Investor Conference Call
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`A conference call is scheduled today at 5:45 p.m. (EST) to discuss the acquisition of Radiant
`Systems. Access to the conference call and a presentation describing the transaction, as well as a
`replay of the call, will be available on NCR’s Web site at http://investor.ncr.com/.
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`1 Radiant Systems primary research of addressable market
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`2 The deal is expected to be accretive on a non-GAAP basis; which excludes amortization of
`acquired intangibles and one-time costs
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`About NCR Corporation
`
`NCR Corporation (NYSE: NCR) is a global technology company leading how the world
`connects, interacts and transacts with business. NCR’s assisted- and self-service solutions and
`comprehensive support services address the needs of retail, financial, travel, healthcare,
`hospitality, entertainment, gaming, public sector, telecom carrier and equipment organizations in
`more than 100 countries. NCR (www.ncr.com) is headquartered in Duluth, Georgia.
`
`NCR is a trademark of NCR Corporation in the United States and other countries.
`
`About Radiant Systems
`
`Headquartered in Atlanta, Radiant Systems (Nasdaq: RADS) is a global provider of innovative
`technology and services to the hospitality and retail industries. With more than 100,000
`installations worldwide, our customers include leading brands and venues in the restaurant and
`food service, sports and entertainment, petroleum and convenience, and specialty retail markets.
`Radiant Systems has offices in North America, Europe, Asia and Australia. For more
`information about Radiant Systems, visit our Website.