NCR Announces Details for Completion of Teradata Spin Of
DAYTON, Ohio — NCR Corporation (NYSE: NCR) today announced that its Board of Directors has approved and set a record date and distribution date for the previously announced spin off of its Teradata data warehousing business. The Board also declared a dividend of one share of common stock of Teradata Corporation (Teradata) for each share of NCR common stock held.
The distribution of Teradata common stock is expected to occur on Sunday, Sept. 30, 2007, by way of a pro rata stock dividend to NCR stockholders of record as of the close of business on Sept. 14, 2007, which is the record date for the distribution.
NCR has received a ruling from the Internal Revenue Service indicating that the spin off will qualify as a tax-free distribution for U.S. federal income tax purposes to NCR and its stockholders. Teradata is expected to trade on the New York Stock Exchange (NYSE) under the trading symbol “TDC.” NCR’s common stock will continue to trade on the NYSE under the symbol “NCR.”
Bill Nuti, president and chief executive officer of NCR, said, “We have been diligently preparing for the strategic separation over the past several months and are very pleased to have reached this important point in the process. We continue to remain focused on our customers and business results as we finalize this transaction, and look forward to launching two new technology companies for the benefit of our customers, business partners, employees and shareholders.”
Mike Koehler, who will serve as president and chief executive officer of Teradata as an independent public company, said, “We are delighted to have reached this milestone in the process of creating an independent Teradata. With companies and public entities around the globe increasingly turning to enterprise data warehouse solutions to drive success, Teradata is well positioned to generate value for shareholders. We are a global leader in enterprise data warehousing, including enterprise analytics and technologies and services, with the product offering, diversified customer base and financial strength to build on our track record of consistent performance. I thank the entire Teradata and NCR teams for the extraordinary efforts they have made to get us to this point, as we prepare for the next chapter in our long and proud history.”
NCR expects that a “when issued” public market for Teradata common stock will commence shortly before the Sept. 14, 2007, record date and will continue up to the distribution date. The company also anticipates that “regular-way” trading of Teradata’s common stock will begin on the first trading day following the distribution date, Oct. 1, 2007.
In addition, shortly before the Sept. 14, 2007, record date, it is expected that shares of NCR will begin trading two ways – either with or without the dividend of the shares of Teradata. NCR stockholders who sell their shares of NCR common stock in the “regular-way” market (i.e., the normal trading market on the NYSE under the symbol “NCR”) after the record date and on or prior to the distribution date will be selling their right to receive shares of Teradata common stock in connection with the spin off. It is anticipated that shares of NCR common stock will also trade “ex-distribution” (that is, without the right to receive the Teradata distribution) during such period under the symbol “NCR wi.” Investors are encouraged to consult with their financial advisors regarding the specific implications of selling their shares of NCR common stock on or before the distribution date.
The distribution is conditioned upon customary conditions set forth in the Separation and Distribution Agreement previously filed with the U.S. Securities and Exchange Commission (SEC) as an exhibit to Teradata’s Registration Statement on Form 10. A copy of the Form 10 has been made available at http://investor.ncr.com and at http://www.teradata.com/updates.
No action is required by NCR stockholders to receive their Teradata common stock. NCR stockholders who hold NCR common stock as of the record date will receive an account statement reflecting their ownership of Teradata common stock or their brokerage account will be credited for the shares.
As promptly as practicable, NCR will mail an information statement to all holders of NCR common stock, which will include information regarding the procedures by which the distribution will be effected, and the business and management of Teradata following the distribution. The distribution of the Teradata shares will be made as described in the information statement relating to such securities, which has been filed with the SEC. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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