NCR CORP VYX

election_required = True...at or below the Purchase Price and not validly withdrawn, we will purchase Shares as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, from all other shareholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (except for shareholders who tendered Shares conditionally for which the condition was not satisfied); and • third, only if necessary to p...

expiry = 2015-12-11...h by NCR Corporation of Up to $1,000,000,000 of Shares of its Common Stock at a Purchase Price not less than $26.00 nor greater than $29.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 11, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). NCR Corporation, a Maryland corporation (the “Company”, “NCR”, “we”, “our” or “us”), invites our shareholders to tender shares of our common stock, pa...

listed = True...res being tendered. The Offer is, however, subject to other conditions, including the consummation by the Company of the Strategic Investment referred to above on terms reasonably satisfactory to the Company. See Sections 2, 7 and 9. The Shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “NCR.” On November 12, 2015, the last full trading day before the announcement of the Offer, the last reported sale price of our Shares on the NYSE was $26.43 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what price to tender their Shares. See Sectio...

mechanism = DUTCHEX-99.(A)(5)(E) 2 ex-a5e.htm Exhibit (a)(5)(E) NEWS RELEASE December 14, 2015 NCR CORPORATION ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER DULUTH, Georgia – December 14, 2015 – NCR Corporation (NYSE: NCR) today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, New York City time, on Friday, December 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii)...

mechanism = DUTCHEX-99.(A)(5)(F) 2 ex-a5f.htm Exhibit (a)(5)(F) NEWS RELEASE December 17, 2015 NCR CORPORATION ANNOUNCES FINAL RESULTS OF TENDER OFFER DULUTH, Georgia – December 17, 2015 – NCR Corporation (NYSE: NCR) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, New York City time, on Friday, December 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii)...

mechanism = DUTCH...ther things, it is in the best interests of NCR to repurchase Shares, and that at this time the Offer is a prudent and effective way to do so while providing value and increased liquidity to our shareholders. In particular, our Board of Directors believes the modified “Dutch auction” tender offer set forth in this Offer to Purchase is a mechanism that will provide all NCR shareholders with the opportunity to tender all or a portion of their Shares if they so elect at a price they may select within the specified range. Conversely, the Offer also affords shareholders the option not to participate and, thereby, to incr...

must_tender_all = True...purchase price of Shares as we may elect to purchase, subject to applicable law) are validly tendered at or below the Purchase Price and not validly withdrawn, we will purchase Shares as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, from all other shareholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (excep...

price = USD 26.0-29.5...ember 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii) purchase price tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without int...

price = USD 26.0-29.5...ember 11, 2015. Shareholders of NCR had the opportunity to tender shares of NCR’s common stock pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $26.00 per share and not greater than $29.50 per share or (ii) purchase price tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without int...

price = USD 26.0-29.5...ur shareholders to tender shares of our common stock, par value $0.01 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering shareholder of not less than $26.00 and not greater than $29.50 per Share (“Auction Tenders”) or (ii) purchase price tenders (“Purchase Price Tenders”), in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject...

threshold = 100...e of those Shares will be purchased even if they are tendered at or below the Purchase Price. Odd Lots. The term “Odd Lots” means all Shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not withdrawn by any person who owned beneficially or of record a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this Odd Lot preference, an Odd Lot Holder must tender all Shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be acc...

txn_type = TENDER_OFFER...rice tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2015, and the related Letter of Transmittal. Based on the preliminary count by the depositary for the tender offer, a total of approximately 41.2 million shares of NCR’s common stock were validly tendered and not validly withdrawn at or below a purchase price of $26.75 per share, including approximately 21.0 million s...

txn_type = TENDER_OFFER...rice tenders, which were deemed to have been tendered at the minimum price of $26.00 per share, in either case net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2015, and the related Letter of Transmittal. Based on the final count by the depositary for the tender offer, NCR accepted for purchase approximately 37.4 million shares of NCR’s common stock at a purchase price of $26.75 per share, for a total cost of approximately $1.0 billion, excluding fees and expenses related to...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d34570dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by NCR Corporation of Up to $1,000,000,000 of Shares of its Common Stock at a Purchase Price not less than $26.00 nor greater than $29.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 11, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTEN...