NCR Corporation has taken the next step in the transformation of its Financial Services
business, announcing that it had entered into a definitive agreement to purchase Digital Insight Corporation, a leader in online and mobile banking solutions, for a purchase price of $1.65 billion, and that it had completed the acquisition of Alaric Systems Limited, a provider of secure transaction switching and fraud prevention software, for a purchase price of approximately $84 million.
Together, these companies complement and extend NCR’s existing capabilities in the banking industry to form a complete enterprise software platform that will deliver a unique and compelling consumer experience across all digital and physical channels – mobile, online, branch, and ATM. The combination will help retail banks and other financial institutions reduce legacy costs and enable solutions for new, more nimble branches, by providing one platform for omni-channel services and all payment and transaction types.
Today’s announcement follows the successful acquisitions of Retalix and Radiant Systems that have transformed NCR’s Retail and Hospitality businesses by delivering revenue growth, improved profitability, and an increased revenue mix of software and SaaS for NCR. The acquisitions of Digital Insight and Alaric Systems continue a strategic plan of transformative acquisitions across all of the company’s three core lines of business and will enhance NCR’s existing capabilities, delivering the industry’s most comprehensive suite of retail banking solutions.
“This is a historic day for NCR,” said NCR chairman and CEO, Bill Nuti. “For the past eight years, NCR has been executing a deliberate and thoughtful strategic agenda to profoundly reinvent the company. Over that time, we have orchestrated a patient balance between legacy issues and growth initiatives that has led to delivering a compelling value proposition for all of our stakeholders. Today represents a culmination of many years of effort, particularly as it relates to what was once NCR’s core businesses. Today, we are fundamentally and permanently changing our largest line of business, Financial Services. With the announcements of our agreement to purchase Digital Insight and our acquisition of Alaric Systems, NCR becomes a powerful, global FinTech solutions provider enabling retail banks to deliver on the promise of omni-channel capabilities – on top of an unparalleled, innovative software platform.
Digital Insight, based in Menlo Park, California; and Alaric Systems, based in London, U.K., together will uniquely position NCR to deliver an enterprise software stack that securely and seamlessly creates a differentiated consumer experience across all channels (online, mobile, ATM, branch) improving a retail bank’s growth, profitability and customer satisfaction.
With the addition of Digital Insight, NCR will also enhance its ability to serve the mid-market retail banking segment, which includes Digital Insight’s highly diversified customer base consisting of more than 1,000 financial institutions with 12 million online banking users and nearly 4.8 million mobile end users. The Digital Insight acquisition will also provide an opportunity for NCR to offer its clients additional solutions for mobile, bill pay and online banking.
“Together, NCR, Digital Insight and Alaric Systems are committed to delivering value to financial institutions,” said Andy Heyman, senior vice president, NCR Financial Services. “We have an opportunity to enable differentiated consumer experiences through safe, secure, and integrated transactions across every banking touch point. We will help financial institutions to reduce costs, serving as a single solutions provider for ATM, branch, mobile, commerce and internet banking services, as well as the payments and processing infrastructure behind those experiences.”
Alaric Systems payments processing and fraud prevention software allows financial institutions, processors and retailers to manage ATM, point of sale, ecommerce and mobile payment or banking transactions, deliver complex multi-channel payments integration and carry out enterprise fraud and risk management. Alaric Systems powers more than 1.25 billion transactions a month across 30 countries.
The Alaric Systems solution set includes the Authentic payments and Fractals fraud prevention technologies. Authentic is a modern, ultra high-performance authorization and routing system for managing transactions from all channels across the enterprise, from ATM, point of sale to ecommerce and mobile. Fractals is an intelligent fraud detection and prevention framework designed to detect and intercept fraudulent payment transactions before the transaction is completed.
The Digital Insight transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other and customary closing conditions and is expected to be completed in the first quarter of 2014. Both the Digital Insight and Alaric Systems transactions are independently accretive to 2014 non-GAAP EPS.(1)
RBC Capital Markets, LLC acted as lead financial advisor to NCR. J.P. Morgan and BofA Merrill Lynch also acted as financial advisors and Womble Carlyle Sandridge & Rice, LLP acted as legal counsel to NCR on the Digital Insight transaction.
(1) NCR defines non-GAAP earnings per share as earnings excluding pension and special items on a per share basis.