UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
JetPay Corporation
(Name of Subject Company)
JetPay Corporation
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
SERIES A-1 CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
SERIES A-2 CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
477177109 (Common Stock)
(CUSIP Number of Class of Securities)
Diane (Vogt) Faro
Chief Executive Officer
7450 Tilghman Street
Allentown, PA 18106
With copies to:
James A. Lebovitz, Esq.
Ian A. Hartman, Esq.
Dechert LLP
2929 Arch Street
Philadelphia, PA 19104
(215) 994-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of JetPay Corporation (the “Company”) by NCR Corporation, a Maryland corporation (“Parent”), and Orwell Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among the Company, Merger Sub and Parent on October 19, 2018:
| - | The information set forth under Items 1.01 and 8.01 of the Current Report on Form 8-K filed by the Company on October 22, 2018 (including all exhibits attached thereto) is incorporated herein by reference. |
| - | Certain communications, as described in more detail below: |
Frequently Asked Questions, first used October 22, 2018
Email to Employees, first used October 22, 2018
Form of Email to Customers, first used October 22, 2018
Notice to Investors
The tender offer for the outstanding shares of common stock and preferred stock of the Company has not yet commenced. This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of the Company. The solicitation and offer to buy shares of common stock and preferred stock will only be made pursuant to an Offer to Purchase and related materials. At the time the tender offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer. Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that the Company files with the SEC at the SEC’s website at www.sec.gov, or free of charge from the Company at www.jetpay.com.
Cautionary Statement Regarding Forward-Looking Statements
This announcement includes “forward-looking statements.” You can sometimes identify forward looking-statements by our use of the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “forecast,” “guidance” and similar expressions. You are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of such factors. Forward-looking statements include, but are not limited to, statements with respect to the plans, strategies and objectives of management for business strategy, outlook, objectives, milestones, plans, intentions, goals, future financial condition or otherwise as to future events. Please refer to the risks detailed from time to time in the reports we file with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for additional risk factors that could cause our actual results to differ materially from those stated or implied by such forward-looking statements. Any forward-looking statement made by the Company in this announcement are based only on information currently available to the Company and speak only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, unless required by law.
EXHIBIT INDEX
| Exhibit Number |
Description |
| 99.1 | Frequently Asked Questions, first used October 22, 2018 |
| 99.2 | Email to Employees, first used October 22, 2018 |
| 99.3 | Form of Email to Customers, first used October 22, 2018 |
Exhibit 99.1
Frequently Asked Questions
Will my compensation or benefits change?
NCR will support JetPay’s current compensation structure for a period of time following the transaction. During this time,
we will evaluate the compensation programs at both JetPay and NCR to determine an equitable approach moving into the future.
Your benefits will remain unchanged through year end. Following completion of the transaction, you will move to NCR benefit plans for 2019. NCR has every intention of treating employees fairly and equitably regarding their compensation and benefits.
Will my JetPay tenure carry over to NCR?
Yes, your service with JetPay will generally be treated as service with NCR for purposes of participation in NCR’s benefit
plans. More details will be communicated after close.
If I have stock or stock options, how will they be affected?
When the transaction closes, all stock holders will receive the sum of $5.05 per share. NCR anticipates it will treat all qualified
unvested options from JetPay employees as vested.
Am I able to buy NCR stock after the announcement?
NCR
does not object to JetPay employees purchasing NCR stock after the announcement as long as the purchase is in compliance with JetPay’s
insider trading policy, and the purchaser is not in possession of material, non-public information.
If my role is eliminated due to the acquisition, will
I receive notice?
In the event that an employee loses his or her role as
a result of the acquisition, we will give advance notice and will work with that employee to either find a role elsewhere in the
company or to provide assistance with outplacement services. The details of this are still being worked out but we will have a
full program laid out prior to closing so everyone knows the process and knows they will not be caught off guard by any decisions.
In addition, employees who lose their job are eligible for NCR’s standard severance package.
Will you consolidate JetPay locations into the NCR
offices?
Although NCR will continue to review our real estate footprint to maximize company performance and customer satisfaction, at this
stage we have no intention to consolidate JetPay locations.
Will you continue with the JetPay brand?
At this time, there are no plans to eliminate JetPay’s brands, but NCR recognizes this deal affords JetPay the opportunity
to leverage NCR’s brand and global reach. During the integration process, NCR will evaluate the most effective brand strategy
that will enable us to achieve our goals.
How will you integrate JetPay employees into NCR?
JetPay will primarily become part of the Commerce business unit, led by Paul Langenbahn. Until the transaction closes, both companies
will continue to operate as two separate entities and it is business as usual.
Will the company’s leadership stay on?
One of the reasons that we acquired JetPay is for the strength of its management team. We anticipate the majority of JetPay leadership
will join NCR.
Will NCR continue to operate JetPay’s Payroll Processing
business?
Yes. We anticipate this to add significant value for customers and we plan to continue to offer this capability.
How long do you expect the integration process to take?
JetPay will continue to operate on a stand-alone basis until the transaction closes, and then JetPay will become part of the NCR
Commerce business unit, led by Paul Langenbahn. Given that JetPay’s business model is fundamentally different than NCR’s,
we do not anticipate full integration into an existing NCR business operation. Rather, we plan to welcome JetPay’s employees
as NCR employees and integrate go-to-market processes and technology roadmaps to bring compelling solutions to our combined customer
base.
Exhibit 99.2
Team,
Today is an exciting day for JetPay!
NCR Corporation, one of the world’s leaders in handling consumer transactions and interactions, has announced a definitive agreement to acquire JetPay. When the transaction is finalized, you will be part of a global organization with 34,000 employees that handles 760 million transactions each day and has a 134-year history of innovation in commerce.
NCR plans to use JetPay’s innovative payments platform, as well as its Human Capital Management offerings, as part of its enterprise POS offerings across retail and hospitality.
By becoming part of NCR, JetPay will significantly expand its reach and scale, which can also lead to exciting new opportunities and career development.
NCR Chief Executive Officer Mike Hayford has recorded a video to introduce you to NCR, and to welcome you to the NCR family. Additionally, Paul Langenbahn, EVP and President of NCR’s Commerce Business Unit, and other members of NCR’s senior leadership team will be in JetPay’s Allentown and Dallas offices later today to meet you, give you more information on NCR and to answer your questions.
We encourage you to read the press release, which further outlines the details around the acquisition.
We will continue to communicate with you about our progress throughout this process, but for now, we ask that you continue to do what you do best – focus on meeting the needs of JetPay’s customers. Please remember that, until the transaction closes, we will continue to operate as two independent companies in the marketplace and it remains business as usual.
We also encourage you to reach out with any questions you may have. We have included a preliminary Q&A below, and you can also send any questions to jetpayquestions@ncr.com and we will get back to you soon.
It is an extremely exciting time for JetPay and NCR, as well as our respective customers and employees.
Our best,
| Diane Faro | Mike Hayford | Paul Langenbahn |
| CEO, JetPay | CEO, NCR Corporation | EVP & President, NCR Commerce |
Exhibit 99.3
Dear Customer:
As you may have heard, JetPay has agreed to join forces with NCR Corporation in a transaction that we announced jointly just a short time ago. We expect NCR’s acquisition of JetPay to close in the fourth quarter of this year, pending regulatory approval.
We are excited to share this news with you and to highlight why this decision was right for the JetPay team and our clients. NCR is one of the world’s leading point of sale and ATM hardware, software and solutions providers. Their products and solutions enable over 760 million transactions daily across many of the same sectors we support with our payment processing services. NCR has been investing in new solutions and expanding its software business to accelerate its successful transformation.
By combining our two teams and further integrating our payments processing and human capital management capabilities into NCR’s portfolio of solutions, we are better positioned to deliver highly integrated, price competitive POS and payment processing bundles.
NCR and JetPay share the same values and have a common goal of focusing on the success of our customers. We have strong relations at nearly every level of our organization. We have designated an integration team and anticipate a smooth and expeditious integration of the two companies.
As always, our first priority at JetPay is, and will always be, taking care of our customers by delivering innovative solutions to the industries we serve. We believe the decision to join NCR at this stage of our company journey will provide new opportunities to offer our customers even more valuable service and solutions.
In closing, I want to personally thank you for the trust you place in our people and solutions. We are honored to serve you and appreciate your business. We are excited about the future and look forward to joining the NCR team.
Should you have any questions or concerns regarding this news, please do not hesitate to contact me.
Sincerely,
XXX