Record Date - October 2, 2023
Distribution Date - October 16, 2023
NCR Atleos expects to begin “regular-way”
trading on the NYSE on October 17, 2023 under the ticker NATL
NCR Corporation ticker symbol to change to VYX
after separation
NCR Corporation (“Company,” NYSE: NCR) today announced that its
Board of Directors has approved the timing and additional details
regarding its previously announced separation of the Company’s
ATM-focused businesses, including its Self-Service Banking,
Payments & Network and Telecommunications and Technology
businesses, through a distribution of all of the common stock of
NCR Atleos Corporation (“Atleos”) held by the Company to Company
common stockholders. Atleos is currently named NCR Atleos, LLC and
will convert to a Maryland corporation and change its name to NCR
Atleos Corporation prior to the distribution.
To effect the separation, the Company’s Board of Directors has
authorized a pro rata distribution to Company common stockholders
as of the close of business on the record date of one hundred
percent (100%) of the outstanding shares of Atleos. In the
distribution, each holder of Company common stock will receive one
share of Atleos common stock for every two shares of Company common
stock held as of the close of business on October 2, 2023, the
record date for the distribution. The distribution is expected to
occur after the close of business on October 16, 2023. The
distribution is intended to qualify as a transaction that is
tax-free for United States federal income tax purposes. The
distribution is subject to certain conditions described in the
registration statement on Form 10 filed by Atleos (the “Form 10”)
and the related Information Statement, dated August 14, 2023 (the
“Information Statement”), to be made available to stockholders.
- The distribution is expected to be made at 5:00 p.m. local New
York City time on October 16, 2023 to the Company’s common
stockholders of record as of 5:00 p.m. local New York City time on
October 2, 2023, the record date for the distribution.
- On the distribution date, Company common stockholders will
receive one share of Atleos common stock for every two shares of
Company common stock held as of the record date.
- Following the distribution, Atleos will be an independent,
publicly-traded company on the New York Stock Exchange (the
“NYSE”), and the Company (to be renamed NCR Voyix Corporation
(“Voyix”) following the distribution) will retain no ownership
interest in Atleos.
“Today’s announcement marks a major milestone in the completion
of the separation of Atleos from NCR, and it is one made possible
only through collaborative work and dedication of all of the
Company's employees,” said Michael D. Hayford, the Company’s CEO.
“This is a proud moment in the Company’s 139-year history of
innovation. Through that same vibrant tradition and culture, Voyix
and Atleos stand poised to build on the Company’s legacy as
value-creators for stockholders and top attractors for talent and
growth.”
Tim Oliver, Atleos’ CEO-designate, added, “This is an important
and exciting moment for our team as we take a critical step closer
to launching Atleos as a standalone public company. With our feet
firmly in the Company’s rich history, and buoyed by the talent and
energy that characterize our workforce, Atleos and Voyix each look
toward a bright new chapter.”
“We could not be more proud of the teams at Atleos and Voyix and
the terrific work they have done together,” said David Wilkinson,
Voyix’s CEO-designate. “As proud carriers of the Company’s legacy,
we look forward to continuing to provide world-class service to our
global customers, and cultivating lasting relationships with our
partners and employees to drive stockholder value.”
Atleos Common Stock Distribution
As stated above, the Company’s Board of Directors authorized a
pro rata distribution, subject to certain conditions as set forth
in the Form 10 and the related Information Statement, of Atleos
common stock owned by the Company which is expected to be made on
October 16, 2023 (the “distribution date”) to the Company’s common
stockholders of record as of 5:00 p.m. local New York City time on
October 2, 2023 (the “record date”). The distribution is expected
to be effective at 5:00 p.m. local New York City time on the
distribution date. Each of the Company’s common stockholders of
record will receive one share of Atleos common stock for every two
shares of the Company’s common stock held by such stockholder as of
the record date. No fractional shares of Atleos’ common stock will
be distributed. Fractional shares of Atleos’ common stock will be
aggregated and sold on the open market, and the aggregate net
proceeds of the sales will be distributed ratably in the form of
cash payments to the Company’s common stockholders who would
otherwise be entitled to receive a fractional share of Atleos’
common stock.
When-Issued Trading Market
Shares of the Company’s common stock are expected to continue to
trade “regular way” on the NYSE under the current ticker symbol
“NCR” from the record date through the distribution date.
Beginning on or about October 11, 2023 through the distribution
date, it is expected that there will be two markets in the
Company’s common stock on the NYSE: the “regular way” market under
the Company’s current ticker symbol “NCR” and the “ex-distribution”
market under the ticker symbol “VYX WI.” Prior to the distribution,
shares of the Company’s common stock that trade in the “regular
way” market will trade with the right to receive shares of Atleos
common stock on the distribution date. Shares of the Company’s
common stock that trade in the “ex-distribution” market will trade
without the right to receive shares of Atleos common stock on the
distribution date. After the distribution, the Company will be
renamed NCR Voyix Corporation and, on October 17, 2023, it is
expected that the shares of NCR common stock, which will then be
referred to as Voyix common stock, will trade “regular way” under
the ticker symbol “VYX.” No action is required by existing Company
stockholders with respect to the ticker symbol change. The
Company’s common stock will continue to be listed on the NYSE and
the CUSIP will remain unchanged.
Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying, selling or
holding the Company’s common stock on or before the distribution
date. It is anticipated that Atleos common stock will begin trading
on the NYSE under the ticker symbol “NATL WI” on a “when-issued”
basis on or about October 11, 2023. On October 17, 2023, it is
expected that Atleos common stock will begin “regular way” trading
on the NYSE under the ticker symbol “NATL.”
Further Information About the Distribution
The distribution of Atleos’ shares will be made in book entry
form, which means no physical share certificates of Atleos will be
issued. No action is required by the Company’s common stockholders
in order to receive shares of Atleos common stock in the
distribution and they will not be required to surrender or exchange
their shares of Company common stock.
The distribution of Atleos common stock is subject to certain
conditions as set forth in the Form 10 and the related Information
Statement, including, among other things, that debt financing shall
be available on terms acceptable to the Company and Atleos shall
have completed the debt financing transactions necessary to
complete the distribution and the applicable proceeds of such debt
financing shall have been distributed or otherwise paid to the
Company. As further stated in the Form 10 and the related
Information Statement, the fulfillment of those conditions will not
create any obligation on behalf of the Company to effect the
distribution of Atleos common stock, whether on the distribution
date set forth above or at all, and the Company may at any time
postpone the distribution of Atleos common stock or otherwise
decline to go forward with the distribution of Atleos common stock
entirely. The Company’s Board of Directors may also elect to change
the record date. The Company and Atleos currently expect all
conditions to the Atleos distribution to be satisfied on or before
the distribution date and for the distribution of Atleos common
stock to take place on the distribution date. Any change with
respect to the timing or occurrence of the distribution, if any,
would be announced by the Company by subsequent press release.
The distribution is intended to qualify as a transaction that is
tax-free for U.S. federal income tax purposes. The Company’s common
stockholders should consult their tax advisors with respect to the
U.S. federal, state, local and non-U.S. tax consequences of the
distribution.
Notice of Internet Availability
A Notice of Internet Availability regarding the Information
Statement, which contains details regarding the distribution of
Atleos common stock and Atleos’ business and management, and
certain other materials, is expected to be mailed to the Company’s
common stockholders prior to the distribution date. The Information
Statement is part of the Form 10, including amendments and exhibits
thereto, and is available on the U.S. Securities and Exchange
Commission (the “SEC”) website at www.sec.gov.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in transforming,
connecting, and running technology platforms for self-directed
banking, stores, and restaurants. The Company is headquartered in
Atlanta, Georgia, with 35,000 employees globally. NCR is a
trademark of NCR Corporation in the United States and other
countries.
Web site: www.ncr.com X: @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,” “planned,”
“objective,” “likely,” “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 the Company’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 the Company 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 Voyix or Atleos (or their respective
businesses) following such proposed transaction, and value creation
and ability to innovate and drive growth generally as a result of
such transaction as well as statements regarding the intended
future executive management teams of both companies.
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 the Company’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; a major natural disaster or
catastrophic event, including 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,
including the April 2023 ransomware incident;
- 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; 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: allegations or claims by third parties that
our products or services infringe on intellectual property rights
of others, including claims against our customers and claims by our
customers to defend and indemnify them with respect to such claims;
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;
- Planned Separation: an unexpected failure to complete, or
unexpected delays in completing, the necessary actions for the
planned separation, or to obtain the necessary approvals or third
party consents 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 planned 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 planned separation and the
ability to obtain such consents; the risk that any newly formed
entity to house the 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 planned separation
will be completed in the expected form or within the expected time
frame or at all. In addition, the Company’s Board of Directors may
change the record date for the distribution, or postpone or
terminate the distribution, in its sole discretion. Nor can there
be any guarantee that Voyix or Atleos (or their respective
businesses) 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
stockholders will achieve any particular level of stockholder
returns. Nor can there be any guarantee that the planned separation
will maximize value for stockholders, or that the Company or any of
its divisions, or separate 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 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. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230922863569/en/
Investor Contact Michael Nelson NCR Corporation
678-808-6995 michael.nelson@ncr.com Media Contact Scott
Sykes NCR Corporation scott.sykes@ncr.com
NCR (NYSE:NCR)
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