NCR Corporation announced a definitive agreement to acquire Retalix Ltd., a global provider of retail software and services, for a cash purchase price of $30.00 per Retalix share, implying a transaction value of approximately $650 million.
NCR expects to use Retalix's software to accelerate the development of NCR's enterprise software platform, creating new software modules that can be used across the retail industry and leveraged across NCR's financial, travel and hospitality industries on a global scale.
NCR also expects the acquisition to build upon its integration of Radiant Systems into its portfolio in an effort to transform into “a hardware-enabled, software-driven business model.” The company states the transaction will increase its portfolio mix of higher-margin software and services.
Under the terms of the agreement, Retalix will merge with a subsidiary of NCR, and Retalix shareholders will receive $30.00 in cash per share of Retalix common stock. The transaction will be financed through a combination of cash and debt, and is expected to be accretive to NCR's Non-GAAP earnings for 2013.
The transaction, which is expected to be completed in the first quarter of 2013, is subject to, among other things, approval by Retalix Ltd. shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other regulatory requirements and customary closing conditions.
“Retalix is a strong, strategic fit for NCR and the combination of our two companies will drive significant value for both our shareholders and customers,” said NCR Chairman and CEO, Bill Nuti.
“Combining Retalix's impressive team and portfolio with NCR will create a powerful enterprise-class software platform capable of delivering a sustained competitive advantage in the retail industry,” said Shuky Sheffer, Chief Executive Officer of Retalix.