ATLANTA–(BUSINESS WIRE)–NCR Corporation (NYSE: NCR) announced today the successful completion of
its acquisition of JetPay Corporation (NASDAQ: JTPY) through a tender
offer made by NCR’s wholly-owned acquisition subsidiary, Orwell
Acquisition Corporation, for all of the outstanding shares of JetPay.
NCR’s tender offer for all of the outstanding shares of JetPay at a
purchase price of $5.05 per share of common stock, $5.05 per share of
common stock underlying each Series A Convertible Preferred Stock, $600
per share of Series A-1 Convertible Preferred Stock and $600 per share
of Series A-2 Convertible Preferred Stock, without interest and less any
required tax withholding (the “Offer”), expired as scheduled at 11:59
p.m. Philadelphia, PA time, on December 4, 2018.
The depositary has advised that, as of the expiration of the tender
offer, a total of 13,996,813 shares of JetPay common stock, 133,333
shares of Series A Convertible Preferred Stock and 9,000 shares of
Series A-1 Convertible Preferred Stock were validly tendered and not
withdrawn prior to the expiration of the Offer (not including 1,212,577
shares of common stock delivered pursuant to the guaranteed delivery
procedures). Approximately 94% of all outstanding shares of JetPay stock
on a fully diluted basis have been tendered (the percentage is 98% if
guaranteed delivery shares are taken into account) as of the expiration
of the Offer.
All of the conditions to the Offer have been satisfied and on December
6, 2018, NCR and its wholly-owned subsidiary, Orwell Acquisition
Corporation, accepted for payment, and will promptly pay for, all shares
validly tendered and not properly withdrawn in the Offer.
Following completion of the Offer, NCR completed the acquisition of
JetPay through the merger of Orwell Acquisition Corporation with and
into JetPay, without a vote of JetPay’s stockholders pursuant to Section
251(h) of the General Corporation Law of the State of Delaware, with
JetPay surviving the merger as a wholly-owned subsidiary of NCR. In
connection with the merger, each share of JetPay not validly tendered in
the Offer (other than shares held by any stockholder entitled to and
properly demanding statutory appraisal of its shares) has been converted
into the right to receive the same $5.05 per share of common stock,
$5.05 per share of common stock underlying each Series A Convertible
Preferred Stock, $600 per share of Series A-1 Convertible Preferred
Stock and $600 per share of Series A-2 Convertible Preferred Stock, in
cash, without interest and less applicable tax withholding, as will be
paid for all shares that were validly tendered and not properly
withdrawn in the Offer. JetPay’s common stock will be delisted from the
Nasdaq Capital Market.
Financial Technology Partners LP and FTP Securities LLC acted as the
financial and strategic advisor to the Special Committee of the Board of
Directors of JetPay and Dechert LLP acted as legal counsel.
BofA Merrill Lynch acted as the financial and strategic advisor to the
Board of Directors of NCR Corporation in connection with the transaction
and Benesch, Friedlander, Coplan & Aronoff LLP served as legal counsel.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leader in banking and commerce
solutions, powering incredible experiences that make life easier. NCR is
headquartered in Atlanta, Ga., with 34,000 employees and does business
in 180 countries. NCR is a trademark of NCR Corporation in the United
States and other countries.