ATM owner and operator Cardtronics entered into a definitive agreement with funds managed by affiliates of Apollo Global Management and Hudson Executive Capital to be acquired for $35 per share in cash.
The $35 per share transaction price represents a 60% premium to Cardtronics’ volume-weighted average share price over the 30 trading days prior to Dec. 8, 2020, and a 35% premium to its closing share price on Dec. 8, 2020, the day prior to the announcement of Hudson Executive’s disclosure of its joint proposal with the Apollo Funds to acquire the company. The transaction price indicates an enterprise value of $2.3 billion, including net debt.
“This announcement represents an exciting milestone for Cardtronics and is a testament to the strength and value of our company and the talented team we have in place,” Ed West, CEO of Cardtronics, said. “Our board of directors regularly evaluates all opportunities that have the potential to maximize value for shareholders. Following a comprehensive process and review of alternatives, which included discussions with strategic buyers and financial sponsors, the board determined that this transaction is in the best interest of the company and our shareholders.
“As a private company, supported by Apollo and Hudson Executive, we will have increased flexibility and resources to further invest in our business to accelerate growth and innovation. We look forward to leveraging Apollo and Hudson Executive’s deep knowledge and experience investing in and growing companies like ours as we drive value for our partners, employees and other stakeholders.”
“Cardtronics is uniquely positioned within the increasingly complex, global payments ecosystem,” Robert Kalsow-Ramos, partner at Apollo, said. “Looking ahead, we see tremendous opportunity to accelerate growth through investment in the company’s network, capabilities and people. We are excited to work closely with Ed and the broader team on this next phase of growth and are committed to delivering best-in-class service and innovative new products for Cardtronics’ valued partners.”
“Cardtronics sits in the critical nexus between the cash and digital economies. Its broad trusted network of products and solutions provides significant value to financial institutions, leading retailers and its rapidly growing group of fintech partners,” Douglas L. Braunstein, managing partner and founder of Hudson Executive Capital, said. “Together with our partners at Apollo, we are excited about the company’s fundamental strengths and the continued value it can deliver to all stakeholders, and I look forward to continue working with the Cardtronics team.”
The transaction is not subject to a financing condition and is expected to close in the first half of calendar year 2021. The transaction is subject to the satisfaction of customary closing conditions, including approval by Cardtronics shareholders and receipt of regulatory approvals. Upon completion of the transaction, Cardtronics will become a privately held company and Cardtronics’ common shares will no longer be listed on any public market.
Given his role as founder and managing partner of Hudson Executive, Braunstein recused himself from the Cardtronics board of director discussions regarding the transaction. The other directors of the board unanimously approved the terms of the transaction and recommend that Cardtronics shareholders vote in favor of the transaction.
Goldman Sachs is serving as financial advisor to Cardtronics, and Weil, Gotshal & Manges and Ashurst are serving as legal counsel.
RBC Capital Markets, Barclays Bank and Mizuho Bank are acting as financial advisors to Apollo and Hudson Executive.
Paul, Weiss, Rifkind, Wharton & Garrison and Cadwalader, Wickersham & Taft are acting as legal advisors to Apollo and Hudson Executive, respectively.
