Item 1.01 Entry into Material Definitive Agreement.
Acquisition Agreement
On
Pursuant to the Scheme and subject to the terms and conditions of the
Acquisition Agreement, on the effective date of the Acquisition, BidCo (or its
nominee) shall acquire all of the Company's issued and to be issued ordinary
shares, nominal value
Pursuant to the Acquisition Agreement, immediately prior to the effective date
of the Acquisition (the "Effective Date"), each then-outstanding (a) option to
purchase Ordinary Shares (each, an "Option") granted under any director or
employee stock option or compensation plan or arrangement of the Company (such
plans or arrangements, collectively, the "Company Share Plans") prior to
calendar year 2021 that vests and is paid out immediately prior to the Effective
Date in accordance with its terms as in effect of the date of the Acquisition
Agreement (each, a "Cash Out Option"), (b) award for restricted stock units with
respect to Ordinary Shares that vests solely based on the passage of time (each,
a "Company RSU") granted under any Company Share Plan prior to calendar year
2021 that either vests and is paid out (except as required under Section 409A of
the
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Additionally, pursuant to the Acquisition Agreement, immediately prior to the
Effective Date, each then-outstanding (a) Option that was granted under any
Company Share Plan that is not a Cash-Out Option, including each Option that was
granted in calendar year 2021 (each, a "Rollover Option"), (b) award for Company
RSUs that was granted under any Company Share Plan that is not a Cash-Out
Company RSU, including each Company RSU that was granted in calendar year 2021
(each, a "Rollover Company RSU") and (c) award for Company PSUs that was granted
under any Company Share Plan that is not Cash-Out Company PSU, including any
Company PSU that was granted in calendar year 2021 (each, a "Rollover Company
PSU"), shall automatically and without any action on part of the holder thereof,
be assumed by BidCo and converted into: (i) in the case of Rollover Options, an
option to purchase, on the same terms and conditions as were applicable under
such Rollover Option (other than terms that are rendered inoperative by the
transactions contemplated by the Acquisition Agreement), the number of shares of
BidCo common stock, par value
The Company has made customary representations, warranties and covenants in the
Acquisition Agreement, including, among others, covenants: (a) to conduct its
business in the ordinary course of business during the interim period between
the execution of the Acquisition Agreement and the consummation of the proposed
transaction and (b) not to engage in specified types of transactions or take
specified actions during such period unless agreed to in writing by BidCo. The
Company also agreed to use its reasonable efforts to deliver to BidCo, as
promptly as possible after the date of the Acquisition Agreement, an irrevocable
undertaking to vote (or, where applicable, to cause to vote) in favor of the
resolutions relating to the Acquisition, duly executed by each of
The Company is not permitted, among other things, to (i) initiate, solicit, or knowingly encourage or facilitate any inquiries, proposals or offers with respect to, or the making of, or that could reasonably be expected to lead to, any "Acquisition Proposal" (as defined in the Acquisition Agreement), (ii) enter into, continue or otherwise participate or engage in, facilitate or encourage, any negotiations or discussions concerning, or that could reasonably be expected to lead to, an Acquisition Proposal, or provide access to its properties, books . . .
Item 1.02 Termination of a Material Definitive Agreement.
Prior to entering into the Acquisition Agreement, the Company delivered to
7.01 Regulation FD Disclosure
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description No. 2.1 Acquisition Agreement.* 10.1 Form of Director Undertaking. 99.1 Press release. 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
*The schedules/exhibits have been omitted from this filing pursuant to Item
601(b)(2) and (10) of Regulation S-K, as applicable. The Company will furnish
copies of any such schedules or exhibits to the
Additional Information and Where to Find It
This Form 8-K may be deemed solicitation material in respect of the proposed
acquisition of Cardtronics by NCR Corporation ("NCR"). This Form 8-K does not
constitute a solicitation of any vote or approval. In connection with the
proposed transaction, Cardtronics plans to file with the
BEFORE MAKING ANY VOTING DECISION, CARDTRONICS' SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY CARDTRONICS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
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Any vote in respect of resolutions to be proposed at Cardtronics' shareholder
meetings to approve the proposed transaction, the scheme of arrangement or
related matters, or other responses in relation to the proposed transaction,
should be made only on the basis of the information contained in Cardtronics'
proxy statement (including the scheme documentation). Shareholders may obtain a
free copy of the proxy statement and other documents Cardtronics files with the
No Offer or Solicitation
This Form 8-K is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The proposed transaction will be implemented solely pursuant to the scheme of arrangement, subject to the terms and conditions of the Acquisition Agreement, which contain the full terms and conditions of the proposed transaction.
Participants in the Solicitation
Cardtronics and its directors, executive officers and certain employees and
other persons may be deemed to be participants in the solicitation of proxies
from Cardtronics' shareholders in connection with the proposed transaction.
Security holders may obtain information regarding the names, affiliations and
interests of Cardtronics' directors and executive officers in Cardtronics'
Annual Report on Form 10-K for the fiscal year ended
Forward Looking Statements
This Form 8-K 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"), including statements containing the words "expect," "intend," "plan," "believe," "will," "should," "would," "could," "may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Cardtronics intends 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 Cardtronics' 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 include, without limitation, statements regarding Cardtronics' plans to manage its business through the novel strain of the coronavirus identified in late 2019 ("COVID-19") pandemic and the health and safety of its customers and employees; the expected impact of the COVID-19 pandemic on Cardtronics' operating goals and actions to manage these goals; expectations regarding cost and revenue synergies; expectations regarding Cardtronics' cash flow generation, cash reserve, liquidity, financial flexibility and impact of the COVID-19 pandemic on Cardtronics' employee base; expectations regarding Cardtronics' ability to capitalize on market opportunities; Cardtronics' financial outlook; the effect of the announcement of the proposed transaction on the ability of Cardtronics to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cardtronics does business, or on Cardtronics operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of Cardtronics to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits; business disruption following the proposed transaction; and the potential benefits of an acquisition of Cardtronics.
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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 listed in Item 1A "Risk Factors" of
Cardtronics' Annual Report on Form 10-K filed with the
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