Item 1.01 Entry into Material Definitive Agreement.





Acquisition Agreement

On January 25, 2021, Cardtronics plc, a public limited company incorporated under the laws of England and Wales (the "Company" or "Cardtronics"), entered into an Acquisition Agreement (the "Acquisition Agreement"), with NCR Corporation, a Maryland corporation ("BidCo") and, solely for purposes of Section 8.2, Section 8.4 and Article IX of the Acquisition Agreement, Cardtronics USA, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Company Sub"), pursuant to which BidCo has agreed to acquire the Company by means of a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act of 2006 (the "Scheme") for $39.00 per share (the "Per Share Consideration"), subject to the terms and conditions of the Acquisition Agreement (such transaction, the "Acquisition"). The board of directors of the Company (the "Board") has approved the Acquisition Agreement and the transactions contemplated thereby, including the Acquisition. Douglas Braunstein is a member of the Board and the Managing Partner and Founder of Hudson Executive Capital, an approximate 19.4% shareholder of the Company, and he has abstained from all discussions and approvals in connection with the proposed transaction to date.

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 $0.01 per share (the "Ordinary Shares") other than (a) Ordinary Shares legally or beneficially held by BidCo or any of its subsidiaries (or any nominee on their behalf) and (b) any Ordinary Shares held in treasury or owned, directly or indirectly, by the Company or any of its subsidiaries, none of which will be covered by the Scheme.

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 U.S. Internal Revenue Code) immediately prior to the Effective Date in accordance with its terms as in effect on the date of the Acquisition Agreement or is held by a director of the Company (each, a "Cash-Out Company RSU") and (c) award for restricted stock units with respect to Ordinary Shares that vests based on both performance and the passage of time (each, a "Company PSU") granted under any Company Share Plan prior to calendar year 2021 that vests and is paid out (except as required under Section 409A of the U.S. Internal Revenue Code) immediately prior to the Effective Date in accordance with its terms as in effect on the date of the Acquisition Agreement (each, a "Cash-Out Company PSU") in each case, whether or not vested, shall automatically and without any action on part of the holder thereof, be cancelled and converted into the right to receive an amount in cash equal to: (i) in the case of Cash-Out Options, the product of the excess, if any of the Per Share Consideration over the applicable exercise price per Ordinary Share of such Cash-Out Option and the number of Ordinary Shares subject to such Cash-Out Option; (ii) in the case of an award for Cash-Out Company RSUs, the product of the Per Share Consideration and the number of Ordinary Shares subject to such Cash-Out Company RSU award; and (iii) in the case of an award for Cash-Out Company PSUs, the product of the Per Share Consideration and the number of Ordinary Shares subject to such Cash-Out Company PSU award (with such number of Ordinary Shares based on the greater of the target level achievement and the actual level of achievement of any performance goals to account for any shortened period as determined by the Board immediately prior to the effective date of the Acquisition based on prorated performance goals); in each case, payable (without any crediting of interest for the period from the effective date of the Acquisition through the date of payment) as soon as reasonably practicable (but no later than the first payroll date) after the effective date of the Acquisition (or such later date as required by Section 409A of the U.S. Internal Revenue Code).





                                       2

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 $0.01 per share ("BidCo Common Stock") (rounded down to the nearest whole number of shares), equal to the product of the number of Ordinary Shares subject to such Rollover Option and the Equity Award Exchange Ratio (as defined below), at an exercise price per share of BidCo Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing the exercise price per Ordinary Share of such Rollover option by the Equity Award Exchange Ratio; (ii) in the case of Rollover Company RSUs, on substantially the same terms and conditions as were applicable under such Rollover Company RSU award, an award for restricted stock units with respect to a number of shares of BidCo Common Stock (rounded up to the nearest whole number of shares) equal to the product of the number of Ordinary Shares subject to such Rollover Company RSU award and the Equity Award Exchange Ratio; and (iii) in the case of Rollover Company PSUs, on substantially the same terms and conditions as were applicable under such Rollover Company PSU award (but excluding any performance conditions), an award for restricted stock units with respect to a number of shares of BidCo Common Stock (rounded up to the nearest whole number of shares) equal to the product of the number of Ordinary Shares subject to such Rollover Company PSU award (with such number of Ordinary Shares based on the greater of the target level achievement and the actual level of achievement of any performance goals as determined by the Board immediately prior to the Effective Date based on pro-rated performance goals to account for any shortened performance period) and the Equity Award Exchange Ratio. "Equity Award Exchange Ratio" means the quotient obtained by dividing the Per Share Consideration by the volume weighted average of the closing prices of BidCo Common Stock for the ten (10) full consecutive days ending on and including the third (3rd) trading day prior to the Effective Date.

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 Hudson Executive Capital (collectively with its affiliated entities party to such undertaking, "HEC") and Douglas Braunstein (in his capacity as a director on the Board) (collectively, the "HEC Undertakings"). A form of each HEC Undertaking is set forth as Exhibit A and Exhibit B to the Acquisition Agreement, filed with this Form 8-K as Exhibit 2.1.

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 Catalyst Holdings Limited, a private limited company incorporated under the laws of England and Wales ("Apollo") and affiliated with investment funds managed by affiliates of Apollo Global Management, Inc., a written notice terminating the Acquisition Agreement, dated as of December 15, 2020, by and between the Company and Apollo (the "Apollo Acquisition Agreement"), pursuant to the terms of the Apollo Acquisition Agreement. In connection with the termination of the Apollo Acquisition Agreement, BidCo or one of its affiliates has paid, on behalf of the Company, a termination fee of $32.6 million to Apollo in accordance with the terms of the Apollo Acquisition Agreement (the "Apollo Termination Fee").





7.01 Regulation FD Disclosure

On January 25, 2021, the Company and NCR issued a joint press release announcing the execution of the Acquisition Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 25, 2021, the Company sent a communication to its employees relating to the proposed transaction. The full text of the communication is attached as Exhibit 99.2 and incorporated by reference herein by reference.

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 SEC upon request.

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 Securities and Exchange Commission (the "SEC") and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. Cardtronics may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by Cardtronics with the SEC.

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.





                                       5

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 SEC (when available) through the website maintained by the SEC at www.sec.gov. Cardtronics makes available free of charge on its investor relations website at ir.cardtronics.com copies of materials it files with, or furnishes to, the SEC.





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 December 31, 2019, which was filed with the SEC on March 2, 2020, and its definitive proxy statement for the 2020 annual general meeting of shareholders, which was filed with the SEC on April 1, 2020. To the extent the holdings of Cardtronics' securities by Cardtronics' directors and executive officers have changed since the amounts set forth in Cardtronics' proxy statement for its 2020 annual general meeting of shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement relating to the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC's website at www.sec.gov and the investor relations page of Cardtronics' website at ir.cardtronics.com.





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.





                                       6

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 SEC on March 1, 2020, and those factors detailed from time to time in Cardtronics' other SEC reports including quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, there can be no assurance that a transaction with Cardtronics will be agreed to or occur, and if agreed, the terms of any such transaction. Cardtronics does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.





                                       7

© Edgar Online, source Glimpses