Cardtronics plc (Nasdaq: CATM) (“Cardtronics” or the “Company”)
reminds shareholders that on Friday, May 7, 2021, the Company will,
in accordance with U.K. law, hold two separate meetings related to
the proposed acquisition of the Company by NCR Corporation
(NYSE:NCR) (“NCR”). First, the Court Meeting at which shareholders
will vote to approve the scheme of arrangement, followed by the
General Meeting at which shareholders will vote to (i) give effect
to the scheme of arrangement; and (ii) approve, on an advisory
basis, executive compensation which may be paid in connection with
the transaction.
Shareholders of Record should have received two
proxy cards — one proxy card labeled “Court Meeting Proxy Card” for
use to approve the scheme of arrangement at the Court Meeting and
one proxy card labeled “General Meeting Proxy Card” for use to give
effect to the scheme of arrangement and vote in connection with the
executive compensation matters at the General Meeting.
In order to effect the scheme under U.K. law,
holders of at least 75% of shares voted must approve the scheme of
arrangement proposal at each of the Court Meeting and the General
Meeting. In order to ensure that all votes are counted,
shareholders should ensure votes are cast by Thursday May 6, 2021
at 11:59 p.m. EDT.
The Cardtronics Board recommends that
Cardtronics shareholders vote "FOR" the approval of all proposals
to be considered at the Court Meeting and the General
Meeting.
Should you have any questions regarding the vote
or require additional proxy cards, please contact the Company’s
proxy solicitor agent, Georgeson LLC, at 888-666-2594.
For more information about the pending
transaction with NCR, see the Company’s Current Report on Form 8-K
filed with the SEC on January 25, 2021, and the Company’s proxy
statement relating to the required shareholder approvals and
regulatory requirements filed with the SEC on March 30, 2021.
About Cardtronics (Nasdaq:
CATM)
Cardtronics is the trusted leader in financial
self-service, enabling cash transactions at over 285,000 ATMs
across 10 countries in North America, Europe, Asia-Pacific, and
Africa. With our scale, expertise and innovation, top-tier
merchants and businesses of all sizes use our ATM solutions to
drive growth, in-store traffic, and retail transactions. Financial
services providers rely on Cardtronics to deliver superior service
at their own ATMs, on Cardtronics ATMs where they place their
brand, and through Cardtronics' Allpoint Network, the world’s
largest retail based surcharge-free ATM network, with over 55,000
locations. As champions of cash, Cardtronics converts digital
currency into physical cash, driving payments choice for businesses
and consumers alike. Learn more about Cardtronics by visiting
www.cardtronics.com and by following us on LinkedIn and
Twitter.
Contact Information:
Investor RelationsBrad ConradEVP -
Treasurer832-308-4000ir@cardtronics.com |
Media RelationsLisa AlbistonVP Public Relations
&
Communications832-308-4000corporatecommunications@cardtronics.com |
For more information, please
visit:www.cardtronics.com
Cardtronics is a registered trademark of
Cardtronics plc and its subsidiaries.
All other trademarks are the property of their
respective owners.
Additional Information and Where to Find It
This communication may be deemed solicitation material in
respect of the proposed acquisition of Cardtronics by NCR
Corporation (“NCR”). This communication does not constitute a
solicitation of any vote or approval. In connection with the
proposed transaction, Cardtronics has filed with the Securities and
Exchange Commission (the “SEC”) a definitive proxy statement
regarding the proposed transaction on March 30, 2021 (the
“Definitive Proxy Statement”), and Cardtronics commenced mailing
the Definitive Proxy Statement to its shareholders on or about
April 1, 2021. 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 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.
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 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 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,
2020, which was filed with the SEC on March 1, 2021, 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 is included in the proxy
statement relating to the proposed transaction which has been 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 communication 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.
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, 2021, 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.
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