NCR looks to effect a “short-form” merger under Georgia law, allowing it to complete the acquisition of Radiant Systems this week.
NCR Corp. expects its acquisition of Radiant Systems to close this Wednesday, Aug. 24. The company announced it has successfully completed its cash tender offer through its wholly owned subsidiary, Ranger Acquisition Corp. for all outstanding shares of Radiant Systems’ common stock for $28 per share, net to the seller in cash, without interest and less applicable withholding taxes. The tender offer and withdrawal rights expired at midnight, New York City time, on Aug. 19, 2011.
NCR has been advised by BNY Mellon Shareowner Services, the depositary for the tender offer, that a total of approximately 35,859,237 shares of Radiant common stock (including approximately 2,115,733 shares subject to guarantees of delivery) were validly tendered and not validly withdrawn as of the expiration time, representing approximately 87% of all outstanding shares of common stock of Radiant.
NCR also announced that it intends to exercise its option, under the terms of the merger agreement, to purchase directly from Radiant an aggregate number of additional shares of Radiant common stock that will result in NCR owning one share more than 90% of the outstanding shares of Radiant. NCR expects to effect a “short-form” merger under Georgia law and complete the acquisition of Radiant on Aug. 24, 2011.
Following the merger, Radiant will become a wholly owned subsidiary of NCR, and Radiant’s common stock will cease to be traded on the NASDAQ Global Select Market.