News

NCR completes acquisition of JetPay

December 11, 2018

NCR Corp. has announced the successful completion of its acquisition of JetPay Corp., a provider of end-to-end payment processing and human capital management solutions, through a tender offer made by NCR's wholly owned acquisition subsidiary, Orwell Acquisition Corp., for all of the outstanding shares of JetPay.

The tender offer — 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 — expired as scheduled at 11:59 p.m. EST, Dec. 4.

A total of 13,996,813 shares (94 percent) 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, not including 1,212,577 shares (4 percent) of common stock delivered pursuant to guaranteed delivery procedures.

Following completion of the offer, JetPay is now a wholly owned subsidiary of NCR. 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 advisors to the special committee of the board of directors of JetPay; Dechert LLP acted as legal counsel.

BofA Merrill Lynch acted as the financial and strategic advisor to the board of directors of NCR in connection with the transaction; Benesch, Friedlander, Coplan & Aronoff LLP served as legal counsel.