UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to Section 240.14a-12
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Cardtronics
plc
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Form, Schedule or Registration Statement No.
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[Email to employees of Cardtronics plc
distributed on January 8, 2021. Includes link to press release previously filed with the SEC on DEFA14A on January 7, 2021.]
Team,
You will recall that on December 15,
we announced that we had entered into a definitive agreement to be acquired for $35 per share by funds affiliated with Apollo
Global Management and Hudson Executive Capital. Yesterday, in connection with the filing of our preliminary proxy statement in
respect of that transaction we issued this press release. I wanted to make sure that you were aware versus hearing about
the news from others.
We all must stay focused on our daily
responsibilities during this period and remain committed to delivering value for our customers and executing our plans.
Consistent with our policy, if you
receive any inquiries from investors, analysts, or the media, please do not answer and refer them to the Investor Relations or
Corporate Communications teams.
Thank you again for your continued
hard work and dedication to Cardtronics.
Ed
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect
of the proposed acquisition of the Company by affiliates of Apollo Global Management, Inc. (“Apollo”). This
communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, the Company
filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on January 7, 2021
and will mail or otherwise provide to its shareholders a definitive proxy statement regarding the proposed transaction. The Company
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 the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY 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.
Any vote in respect of resolutions to be proposed at the Company’s
shareholder meetings to approve the proposed transaction, the Scheme or related matters, or other responses in relation to the
proposed transaction, should be made only on the basis of the information contained in the Company’s proxy statement (including
the Scheme documentation). Shareholders may obtain a free copy of the proxy statement and other documents the Company files with
the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company 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 communication 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, 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
The Company and its directors, executive officers and certain
employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders
in connection with the proposed transaction. Security holders may obtain information regarding the names, affiliations and interests
of the Company’s directors and executive officers in the Company’s 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 the Company’s securities
by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s 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 is
included in the proxy statement relating to the proposed transaction filed with the SEC. These documents may be obtained free of
charge from the SEC’s website at www.sec.gov and the investor relations page of the Company’s website at ir.cardtronics.com.
Forward Looking Statements
This communication relates to a proposed acquisition of the
Company by funds managed by affiliates of Apollo and includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, as amended and are intended to be covered by the safe harbor provisions thereof. The forward-looking
statements relate to future events and are based on management’s current expectations and beliefs relating to anticipated
results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the
proposed transaction on the Company’s business and future financial and operating results, the expected timing of the proposed
transaction, the anticipated closing date for the proposed transaction and other aspects of the Company’s operations or operating
results. These forward-looking statements generally can be identified by phrases such as “will,” “expect,”
“anticipate,” “foresee,” “forecast,” “estimate,” “intend,” “plan,”
“future,” “project,” “contemplate,” “could,” “would,” and similar expressions
that are intended to identify forward-looking statements, which are generally not historical in nature. It is uncertain whether
any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they
will have on the Company or its share price. The Company’s forward-looking statements involve certain assumptions and significant
risks and uncertainties (some of which are beyond its control) that could cause actual results to differ materially from its historical
experience and present expectations or projections, including but not limited to: the impact of public health crises, such as pandemics
(including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health
and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets;
the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom the Company does business, or on the Company’s 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 the Company to implement its plans, forecasts and other expectations with respect
to its business after the completion of the proposed transaction and realize expected benefits; and business disruption following
the proposed transaction.
These risks, as well as other risks related to the
proposed transaction, will be included in the proxy statement that will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the list of factors to be presented in the proxy statement are,
considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2020, and those set forth from time-to-time in other filings with the SEC. Readers are cautioned not to place undue
reliance on forward-looking statements contained in this communication, which speak only as of the date of this
communication. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information, future events, or
otherwise.
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