NCR Expands Hospitality

Acquisition of Radiant Systems creates third core industry vertical

DULUTH, Ga. -- In a move that will create a third core industry vertical to complement its financial and retail lines, NCR Corp. has acquired Radiant Systems Inc., a major 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 per Radiant share. NCR plans to leverage Radiant's leadership position in quick-service and table-service restaurants, specialty and convenience retailers and entertainment venues by combining Radiant's solutions and services with NCR's portfolio, brand [image-nocss] and global reach.

As reported in a Morgan Keegan/CSP Daily News Flash yesterday, 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.

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' CEO, who will lead the new vertical. The two companies anticipate a seamless transition for customers, channel partners and employees.

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' software and Software as a Service (SaaS) capabilities will enhance NCR's solutions, creating a portfolio of multichannel point-ofservice 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' channel partner network, which will complement NCR's channel and support its goal of building a world-class channel partner network.

"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% 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."

John Heyman, CEO of Radiant Systems, said, "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. 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."

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.

Headquartered in Atlanta, Radiant Systems 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 foodservice, sports and entertainment, petroleum and convenience and specialty retail markets.

Duluth, Ga.-based NCR is a global technology company offering assisted- and self-service solutions and comprehensive support services to address the needs of retail, financial, travel, healthcare, hospitality, entertainment, gaming, public sector, telecom carrier and equipment organizations worldwide.

Click hereto view a presentation on the acquisition.