NCR Atleos (NATL) investor relations material

Deal rationale and strategic fit

• The combination creates a leading global financial technology infrastructure provider, enhancing capabilities for banking and retail customers and expanding offerings in ATM managed services (AMS) and digital retail solutions (DRS).

• The deal leverages NCR Atleos' ATM network and software with Brink's cash management and logistics expertise, broadening global reach across 140+ countries.

• The integrated entity is positioned to capitalize on the trend of ATM and cash management outsourcing by banks and retailers, expanding into large, under-penetrated markets.

• Both companies share a customer-focused, innovative culture and have a long history of collaboration.

• The deal accelerates core value creation priorities: organic growth, margin expansion, and improved free cash flow.

Financial terms and conditions

• The transaction is valued at $6.6 billion, with each NCR Atleos share receiving $30 in cash and 0.1574 Brink's shares, implying $50.40 per share and a 24% premium to the prior close.

• Brink's shareholders will own approximately 78% and NCR Atleos shareholders 22% of the combined company.

• The cash portion will be funded by cash on hand and up to $4.5 billion in committed bridge financing.

• The deal reflects a 7.2x multiple on NCR Atleos' 2026 Adjusted EBITDA, dropping below 6x after synergies.

• The transaction is expected to be at least 35% accretive to EPS in year 1 and deliver about $1 billion in annual free cash flow.

Synergies and expected cost savings

• $200 million in annual run-rate cost synergies are targeted within three years, mainly from SG&A optimization ($105 million), network and infrastructure integration (~$70 million), and procurement efficiencies ($25 million).

• Synergies are expected to drive at least 35% EPS accretion by 2027 and significant EBITDA margin expansion.

• Revenue synergies from cross-selling are anticipated but not included in current synergy estimates.

• All identified cost synergies are within management's control and not dependent on external factors.

• Synergies expected to drive strong free cash flow and improved capital allocation flexibility.