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Posted December 18, 2018

NCR Corporation announced the successful completion of its acquisition of JetPay Corporation through a tender offer made by NCR’s wholly-owned acquisition subsidiary, Orwell Acquisition Corporation, for all of the outstanding shares of JetPay.

NCR’s tender offer for all of the outstanding shares of JetPay at a purchase price of $5.05 per share of common stock, $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, $600 per share of Series A-1 Convertible Preferred Stock and $600 per share of Series A-2 Convertible Preferred Stock, without interest and less any required tax withholding (the “Offer”), expired as scheduled at 11:59 p.m. Philadelphia, PA time, on December 4, 2018.

The depositary has advised that, as of the expiration of the tender offer, a total of 13,996,813 shares of JetPay common stock, 133,333 shares of Series A Convertible Preferred Stock and 9,000 shares of Series A-1 Convertible Preferred Stock were validly tendered and not withdrawn prior to the expiration of the Offer (not including 1,212,577 shares of common stock delivered pursuant to the guaranteed delivery procedures). Approximately 94% of all outstanding shares of JetPay stock on a fully diluted basis have been tendered (the percentage is 98% if guaranteed delivery shares are taken into account) as of the expiration of the Offer.

All of the conditions to the Offer have been satisfied and on December 6, 2018, NCR and its wholly-owned subsidiary, Orwell Acquisition Corporation, accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn in the Offer.

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