Under the terms of the Agreement and Plan of Merger, each share of NCR Atleos common stock will be converted into the right to receive $30.00 in cash and 0.1574 shares of Brink's common stock. Based on Brink's closing share price of $129.58 on February 25, 2026, the stock-and-cash consideration implied a value of $50.40 per NCR Atleos share, representing a premium of approximately 24% over NCR Atleos' closing price that day and approximately 26% over its 30-day volume-weighted average price. The transaction is comprised of approximately 13.3 million Brink's shares and $2.2 billion in cash, plus the assumption of approximately $2.6 billion of NCR Atleos indebtedness. Upon closing, Brink's shareholders are expected to own approximately 78% and former NCR Atleos shareholders approximately 22% of the combined company. In its fairness opinion analysis disclosed in the joint proxy statement/prospectus, Morgan Stanley compared NCR Atleos to Diebold Nixdorf, Euronet Worldwide and Hyosung Corporation, deriving average AV/EBITDA multiples for the peer group of 6.9x (2026E) and 6.2x (2027E), and applied selected representative ranges of 6.0x-8.0x (2026E) and 5.5x-7.5x (2027E) Adjusted EBITDA to imply equity values of $36-$59 and $35-$60 per NCR Atleos share, respectively; a discounted equity value analysis using a 6.0x-8.0x NTM AV/EBITDA multiple and an 11.7% discount rate implied a value range of $43-$66 per share.
The cash portion of the purchase price will be financed with a combination of balance-sheet cash and new debt. Brink's obtained a debt commitment letter from Morgan Stanley Senior Funding, Inc. providing up to $2,276 million of senior unsecured bridge term loans under a base bridge facility, plus, in certain circumstances, up to $873 million of senior secured bridge term loans to refinance NCR Atleos' existing term A loans, for committed bridge financing described in the press release as totaling $4.5 billion.
Brink's expects the transaction to generate approximately $200 million in annual run-rate pre-tax cost synergies within three years of closing, and disclosed that the deal is expected to be "highly accretive to earnings, including at least 35% accretive to EPS," calculated using 2027 consensus net income estimates for both companies. The combined company is anticipated to generate approximately $10 billion in total revenue, with mid-single-digit organic revenue growth and improving free cash flow, and Brink's expects to reduce net leverage to a target range of 2.0x-3.0x by the end of 2027, assuming a first-quarter 2027 closing. NCR Atleos operates the largest independent network of ATMs, with approximately 78,000 owned-and-operated machines in retail locations that are part of its global installed base of approximately 600,000 ATMs; Brink's said this network will expand its retail footprint and allow integration with its existing Digital Retail Solutions business.
The joint proxy statement/prospectus discloses that Brink's began evaluating a potential transaction with NCR Atleos, as well as a separate unnamed target referred to as "Party A," in late 2024, with Morgan Stanley advising Brink's on both alternatives. Management-level contacts between NCR Atleos and Brink's began in March 2025, the companies signed a mutual confidentiality agreement on May 29, 2025 containing a nine-month standstill, and NCR Atleos formally engaged J.P. Morgan as lead financial advisor on July 18, 2025. Due diligence, a cost-synergy workshop, and exchanges of management financial projections continued through early 2026 before the companies signed the merger agreement on February 26, 2026.
The transaction has not yet closed. Both companies' stockholders approved the merger: NCR Atleos stockholders voted to approve the transaction at a special meeting held June 30, 2026, with 59,403,719 votes for, 92,237 against and 63,782 abstaining. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on May 11, 2026 following a grant of the parties' request for early termination. Remaining closing conditions include other required governmental and foreign antitrust approvals, including certain money transmitter license consents, and customary conditions regarding the accuracy of representations and the absence of a material adverse effect. The companies expect the mergers to close by the end of the first quarter of 2027; the merger agreement's "Outside Date" is February 26, 2027, automatically extendable to August 26, 2027 under specified circumstances related to obtaining regulatory approvals. If the merger agreement is terminated under specified circumstances, including a change in the NCR Atleos board's recommendation or NCR Atleos entering into an agreement for a competing proposal, NCR Atleos would owe Brink's a termination fee of $145,000,000; if terminated under specified circumstances involving Brink's, including a change in the Brink's board's recommendation or Brink's entering into an agreement for a competing proposal, Brink's would owe NCR Atleos a termination fee of $175,000,000. As of mid-2026, two shareholder lawsuits challenging the mergers (Connolly v. NCR Atleos Corp. and Thompson v. NCR Atleos Corp., both filed in New York Supreme Court, New York County) were pending, along with demand letters alleging disclosure deficiencies in the joint proxy statement/prospectus; both companies have stated they believe no further disclosure is required.
Morgan Stanley & Co. LLC is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Brink's; FGS Global is serving as Brink's strategic communications advisor. J.P. Morgan Securities LLC is serving as financial advisor and King & Spalding LLP is serving as legal advisor to NCR Atleos; Collected Strategies is serving as NCR Atleos' strategic communications advisor. Upon closing, Mark Eubanks and Kurt McMaken will continue as CEO and CFO, respectively, of the combined company, and one independent director jointly designated from the NCR Atleos board will join the Brink's board.