Cardtronics to Incorporate in the U.K.

‘Redomiciling’ plan needs shareholder approval

Cardtronics UK

HOUSTON -- Cardtronics Inc., the world’s largest ATM owner/operator, has announced a plan to “redomicile”--to change its parent company’s location of incorporation from the United States (Delaware) to the United Kingdom, subject to stockholder approval. The company intends this move to “better align” its corporate structure with its current and future business activities.

Cardtronics has a substantial business presence in the U.K., including approximately 60% of its global workforce. Also, the fastest-growing segments of Cardtronics today are in the U.K. and continental Europe, it said.

Cardtronics’ North American headquarters will remain in Houston, and its European headquarters will be in London. The company plans to conduct corporate activities from both locations. Cardtronics does not anticipate that the change will have an effect on employees, day-to-day operations or customer services.

Cardtronics’ board of directors said benefits of the proposed plan include:

  • Locating the parent company in a leading global financial center and Europe’s transaction hub, where it has substantial existing business activities and significant opportunities for continued growth.
  • Fortifiying its status as the leading global ATM owner/operator.
  • Enabling the company to more effectively compete for acquisitions on a global scale, which has been a key component of its growth strategy.
  • Elevating the company’s visibility among potential U.K. and other European institutional investors.
  • Positioning the company to allow future earnings and cash flows to more efficiently fund its ongoing global expansion.

“Redomiciling to the U.K., where we have approximately 60% of our employees and a substantial business presence, will help drive our global expansion and strengthen our position as the leading global owner and operator of ATM networks,” said Steve Rathgaber, Cardtronics’ CEO. “We continue to be fully committed to our customers and employees in the U.S.”

Stockholders will have the opportunity to vote on the proposed plan at a special meeting planned for June 28, 2016. Subject to stockholder approval, the company anticipates that the change will become effective early in third-quarter 2016 following the merger of Cardtronics with one of its subsidiaries, with Cardtronics surviving as an indirect, wholly owned subsidiary of Cardtronics Group Ltd., a newly formed English public limited company and currently wholly owned subsidiary, which will be re-registered as an English public limited company and renamed Cardtronics plc.

In other company news, Cardtronics has purchased 2,586 cash-dispensing ATMs from Chase. The off-premise ATMs are primarily in Walgreens drugstores, ampm convenience stores and Duane Reade drug stores, as well as several airports and other retail locations in multiple regions across the United States.

The companies did not disclose the terms of the deal.

Cardtronics provides services to approximately 190,000 ATMs in North America and Europe.

It recently signed or renewed deals in the United States and Canada with convenience-store chains including CST Brands, Sunoco and Speedway; however, 7-Eleven recently signed an agreement with Financial Consulting & Trading International Inc. for FCTI to become the convenience-store company's new ATM provider, replacing a 10-year contract with Cardtronics. FCTI is a subsidiary of Seven Bank, an ATM provider for all 7-Eleven c-stores in Japan, and of 7-Eleven parent Seven & i Holdings Co. Ltd., Tokyo.