NCR Completes Acquisition of Retalix

Published in CSP Daily News

$650 million deal for "software, wrapped elegantly in hardware and services"

DULUTH, Ga. -- NCR Corp. has completed its acquisition of Retalix Ltd., a leading global provider of innovative retail software and services. The deal was announced in late November 2012.

"This acquisition is another demonstration of NCR's commitment to global innovation, leadership and delivering a world-class portfolio of solutions that create significant value for our shareholders and customers," said NCR chairman and CEO Bill Nuti.

"Retalix's market-leading software, services capabilities and exceptional talent are a strategic fit for NCR, and support our continued focus on a future driven by software, wrapped elegantly in hardware and services," he said.

In the transaction, NCR is paying a cash purchase price of $30 per Retalix share, implying a transaction value of approximately $650 million, excluding transaction related fees. With the completion of the transaction, Retalix became a wholly owned subsidiary of NCR, and it will cease to trade its common stock on the NASDAQ Global Select Market and Tel Aviv Stock Exchange, and it will be delisted.

The addition of Retalix will strengthen NCR's global leadership position in the retail industry, and builds upon its successful integration of Radiant Systems into the NCR portfolio of solutions. NCR said that the acquisition demonstrates its commitment to its strategy and continued transformation to a hardware-enabled, software-driven business model, delivering solutions that materially improve business processes while enabling seamless consumer experiences across touch points, locations and channels.

The transaction is expected to accelerate NCR's corporate strategy by increasing the portfolio mix of higher-margin software and services.

Retalix's software and services are deployed in more 70,000 retail locations with more than 400,000 customer touchpoints in more than 50 countries that transact billions of dollars in annual sales across its platform. Retalix's strength with "blue-chip" retailers will be highly complementary to NCR, the companies said, and will enable additional sales opportunities across the combined installed base.

J.P. Morgan acted as exclusive financial advisor and Morrison & Foerster LLP and Amit, Pollak, Matalon & Co. provided legal advice to NCR.  Jefferies & Co. Inc. acted as financial advisor and Meitar Liquornik Geva & Leshem Brandwein provided legal advice to Ra'anana, Israel-based Retalix.

Duluth, Ga.-based NCR is a global technology. Its assisted- and self-service solutions and comprehensive support services address the needs of retail, financial, travel, hospitality, gaming, public sector, telecom carrier and equipment organizations in more than 100 countries.