Ncr Voyix Corporation · NYSE:VYX
Ncr Voyix — NCR — Merger or Acquisition (November 2012)
15 slides from Ncr Voyix's merger presentation, Nov 28, 2012
Slide 1: NCR to Acquire Retalix
NCR to Acquire Retalix November 28, 2012 Bill Nuti – Chairman & CEO Bob Fishman – CFO John Bruno –CTO & EVP Corporate Development Scott Kingsfield – SVP & GM, Retail Exhibit 99.2
Slide 2: Note to investors
1 Note to investors Comments made during this conference call and in the related presentation materials may contain forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements use words such as “seek,” “potential,” “expect,” “s
Slide 3: NCR corporate strategy
NCR corporate strateg Trusted Partner to the Customers we Serve Win in market Grow market share, expand adjacencies and grow into underpenetrated available market; Focus geographies and focus on Software & SaaS on SMB (Tier 2-6) NCR Services Consulting - Professional Services — Installation Services
Slide 4: Strategic fit with NCR
3 Strategic fit with NCR • We are executing on our strategy – Aligns extremely well with our overall strategy – to become a hardware-enabled, software- driven business – and builds upon our successful acquisition and integration of Radiant – Strong strategic fit for our company – takes advantage of
Slide 5: Compelling market position and opportunity
4 Compelling market position and opportunity • Founded in 1982 and headquartered in Ra’anana, Israel • Provider of a retail platform focused on high volume and high complexity retailers in grocery, convenience, general merchandise, apparel and drug • 70K store locations with 400K+ lanes in 50+ count
Slide 6: Product-led services business
5 Product-led services business Unique services business model Comprehensive product portfolio Services offering tightly linked to software • Fast growing business • Winning new customers • Increasing share of wallet • More strategic to customers R10 Store Suite Omni-channel platform; Customer- cent
Slide 7: Financial profile
6 Financial profile • 10.8% Revenue growth • 27.0% Non-GAAP GM(1) • 10.0% NPOI margin(1) • 17.8% Revenue growth • 44.0% Non-GAAP GM(1) • 9.9% Non-GAAP OI margin(1) • 11.1% Revenue growth • 27.8% Non-GAAP GM(1) • 10.3% NPOI margin(1) (2) Geography Industry verticals Improved NCR business profile Amer
Slide 8: Enhanced domain expertise in vertical markets
7 Enhanced domain expertise in vertical markets Financial Services Retail Hospitality Emerging Industries Business Highlights #1 in ATMs #1 in automated deposit in the U.S. #1 in ATM multi- vendor software #1 in self-checkout 22 of the top 30 global retailers NCR Silver now available at Staple
Slide 9: Transaction overview
8 Transaction overview • NCR to acquire Retalix in a merger transaction for $30.00 per share in cash – Represents a 37% premium to 11/27/12 closing price of $21.90 – Implies a transaction value of ~$650 million (~17x 2013E EBITDA(1)) • The Boards of Directors of both companies have approved the tran
Slide 10: Financing summary
9 Financing summary Goal is to deliver strong operating performance while maintaining a conservative credit profile • Acquisition financed through a combination of revolver debt and cash on hand • Plan to raise additional debt in the capital markets to extend maturities and reduce usage of the revol
Slide 11: Financial benefits summary
10 Financial benefits summary Revenue synergies • Accelerate NCR’s growth with comprehensive end-to-end software, hardware and services offering • Enable NCR product pull through for future Retalix customers • Cross-sell to the combined installed base • Leverage NCR’s scale and brand Cost synergies
Slide 12: Closing comments
11 Closing comments • Strengthens NCR position as a global leader in retail software and services; builds on the success of our Radiant acquisition • Maintains our commitment to a balanced strategic execution program; orchestrating investments in growth initiatives while eliminating legacy issues •
Slide 13: Supplementary Non-GAAP materials
12 Supplementary Non-GAAP materials While NCR and Retalix report their respective results in accordance with generally accepted accounting principles in the United States, or GAAP, comments made during this conference call and the related presentation materials will include non-GAAP measures in an e
Slide 14: Non-GAAP reconciliations
13 Non-GAAP reconciliations Gross margin as a Percentage of Revenue (GAAP) to Gross margin excluding special items and pension expense as a Percentage of Revenue (non-GAAP) NCR 9.30.12 Retalix 9.30.12 NCR + Retalix 9.30.12 (pro forma) Gross margin as a Percentage of Revenue (GAAP) 24.8% 42.1% 25.6%
Slide 15: Non-GAAP reconciliations (continued)
14 Non-GAAP reconciliations (continued) Income from Continuing Operations as a Percentage of Revenue (GAAP) to Non-Pension Operating Income as a Percentage of Revenue (non-GAAP) NCR 9.30.12 Retalix 9.30.12 NCR + Retalix 9.30.12 (pro forma) Income from Continuing Operations as a Percentage of Revenue