Cardtronics plc announced that it has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission in respect of the proposed acquisition of Cardtronics by Catalyst Holdings Limited, previously announced on December 15, 2020. As disclosed in the proxy statement, on December 31, 2020, Cardtronics received an unsolicited proposal from a third party to acquire all of the ordinary shares of Cardtronics for $39.00 per share in cash. The third-party proposal included (i) a mark-up of the Acquisition Agreement entered into on December 15, 2020, with Catalyst Holdings Limited (the “Acquisition Agreement”) reflecting limited changes to the Acquisition Agreement and (ii) a letter from a reputable financial institution indicating that it is highly confident of its ability to arrange and syndicate the debt financing contemplated in connection with the proposed transaction and a statement by the third party that it would have financing commitments in place prior to execution of a definitive purchase agreement. The proposal is not subject to financing and is subject to the completion of confirmatory due diligence and final approval of the third party’s board of directors.
The Board of Directors of Cardtronics has reviewed the proposal, and in accordance with the terms of the Acquisition Agreement has entered into a non-disclosure agreement with the third party to facilitate discussions and negotiations with the third party and the provision of material non-public information to the third party in connection with their proposal.
The Acquisition Agreement remains in full force and effect, and the Board of Directors of Cardtronics reaffirms its support of and recommendation in favor of the acquisition contemplated by the Acquisition Agreement with Catalyst Holdings Limited, as indicated in the preliminary proxy statement.
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. Leveraging our unmatched 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.
Eric Brielmann / Scott Bisang