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Subsequent Events
6 Months Ended
Jun. 30, 2011
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
SUBSEQUENT EVENTS


Radiant Systems Acquisition On July 11, 2011, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Radiant Systems, Inc. (“Radiant”) pursuant to which we agreed, subject to satisfaction of the terms and conditions set forth therein, to acquire Radiant. In accordance with the Merger Agreement, among other things, on July 25, 2011, we commenced a tender offer to purchase all of the outstanding shares of common stock of Radiant (the “Shares”), at a price per share of $28.00 for a total equity purchase price of approximately $1.2 billion.


We intend to use cash on hand and the proceeds from committed financing from various financial institutions to facilitate the Radiant transaction. On July 11, 2011, we entered into a commitment letter with these financial institutions pursuant to which they committed to provide $1.4 billion of senior secured credit facilities, consisting of a $700 million term loan facility and a $700 million revolving credit facility. These facilities would be available to finance the transaction, to refinance existing indebtedness of NCR and Radiant and for working capital requirements and other general corporate purposes.


The transaction has been approved by the Board of Directors of each company. The transaction, which is subject to approval by regulatory authorities and other customary closing conditions, is currently expected to close by the end of the third quarter of 2011. However, it is possible that factors outside of our control could require us to complete the transaction at a later time or not at all.


As of July 25, 2011, three shareholder suits had been filed against Radiant, its officers and directors, and the Company and its acquisition subsidiary, alleging breach of fiduciary duty and related claims in connection with the proposed acquisition. The Company expects to contest these claims vigorously.


NCR Brasil Equity Subscription and Master Purchase Agreement On July 26, 2011, we entered into an Equity Subscription Agreement (“Subscription Agreement“) with Scopus Tecnologia Ltda. and its subsidiary, Scopus Industrial S/A (“Scopus Industrial”), whereby Scopus Industrial has agreed, subject to satisfaction of the terms and conditions set forth in the Subscription Agreement, to acquire a 49% equity stake in NCR Brasil - Indústria de Equipamentos para Automação Ltda., NCR's Brazilian manufacturing and engineering operations (“NCR Manaus”) for a subscription price of approximately $50 million (the “Equity Subscription”).


Concurrently, Banco Bradesco S.A. signed a Master Purchase Agreement with NCR Manaus (“MPA”) for the purchase of ATMs, with a target of 30,000 ATMs over the next five years, and an initial order for more than 6,000 ATMs. The MPA will, by its terms, become effective at the closing of the Equity Subscription. Scopus Tecnologia is a subsidiary of Banco Bradesco.


The Subscription Agreement and MPA were previously approved by NCR's Board of Directors. The Equity Subscription, which is subject to approval by regulatory authorities and other customary closing conditions, is currently expected to close by the end of the third quarter of 2011. However, it is possible that factors outside of our control could require us to complete the transaction at a later time or not at all.


Fox River Environmental Matter In relation to the Fox River environmental matter discussed in Note 6, "Commitments and Contingencies," in connection with the enforcement litigation filed by the federal and state governments in October 2010, a motion for a preliminary injunction was filed against the Company and API in the quarter ended March 31, 2011, which requested that the Wisconsin federal court issue an order requiring NCR and API to undertake greater levels of remediation activity in the balance of the 2011 remediation season. That motion was denied by the court on July 5, 2011. The United States subsequently filed a renewed motion for a preliminary injunction against the Company, which also was denied by the Court, on July 28, 2011.