This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by The Brink's Company with the SEC on February 26, 2026, announcing the signing of the definitive merger agreement. A later Brink's 8-K filed June 18, 2026 confirms the transaction remained pending at that time, noting the Registration Statement on Form S-4 had been declared effective May 27, 2026, a joint proxy statement/prospectus had been mailed to shareholders, and two stockholder complaints alleging disclosure deficiencies had been filed in New York state court, which Brink's and NCR Atleos addressed through voluntary supplemental disclosures without admitting liability. The deal was expected to close in the first quarter of 2027, subject to regulatory and shareholder approvals, with post-closing ownership of approximately 78% Brink's shareholders and 22% former NCR Atleos shareholders.
On financial advisory, Morgan Stanley & Co. LLC served as financial advisor to Brink's, while J.P. Morgan Securities LLC served as financial advisor to NCR Atleos. The later supplemental disclosure filing further discloses that NCR Atleos agreed to pay J.P. Morgan an estimated aggregate fee of $43.0 million for its services, $4.0 million of which was payable upon delivery of its fairness opinion with the remainder contingent on consummation, plus a potential additional $7.0 million discretionary fee.
On legal advisory, Sidley Austin LLP served as legal advisor to Brink's, and King & Spalding LLP served as legal advisor to NCR Atleos; FGS Global and Collected Strategies served as strategic communications advisors to Brink's and NCR Atleos, respectively.
The deal structure disclosed: Brink's will acquire each outstanding NCR Atleos share for $30.00 in cash plus 0.1574 shares of Brink's common stock, implying a value of $50.40 per NCR Atleos share based on Brink's February 25, 2026 closing price, representing premiums of approximately 24% to NCR Atleos' prior closing price and 26% to its 30-day volume-weighted average price. Brink's obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc. for the cash portion, and the combined company expects approximately $200 million in annual run-rate cost synergies within three years of closing.
What is not disclosed in the original announcement: the specific termination fee payable under the merger agreement, and (as of the original February 2026 announcement) the full detail of J.P. Morgan's fee arrangement, which only became available in the later supplemental disclosure filing reviewed alongside this release.