Brink’s to Acquire NCR Atleos for $6.6 Billion

The Brink’s Company (NYSE: BCO) (“Brink’s”) and NCR Atleos Corporation (NYSE: NATL) (“NCR Atleos”) today announced that they have entered into a definitive agreement under which Brink’s will acquire NCR Atleos in a cash and stock transaction valued at approximately $6.6 billion, comprised of 13.3 million shares of Brink’s common stock and $2.2 billion in cash, plus the assumption of approximately $2.6 billion of NCR Atleos’ indebtedness.

The transaction combines two leading financial technology infrastructure providers, joining Brink’s global cash management expertise and route-based infrastructure with NCR Atleos’ end-to-end ATM management and services expertise as well as its owned-and-operated ATM network and fast-growing ATM as a Service (ATMaaS) outsourcing solutions. By bringing together the complementary products, services and software of the two companies, Brink’s will be able to provide financial institutions and retail customers with an even broader set of solutions.

“This acquisition further supports Brink’s ability to deliver enhanced customer solutions and accelerates our value creation strategy,” said Mark Eubanks, President and Chief Executive Officer of Brink’s. “NCR Atleos is a partner we know well, and our business cultures are closely aligned around customer success, continuous improvement, and managing the interface between physical to digital payments to enable ease of cash acceptance and use. By combining our organizations, we gain critical scale and complementary, integrated capabilities to drive our ambitious growth strategy and provide new levels of service to our global customer base.”

Tim Oliver, President and Chief Executive Officer of NCR Atleos, said, “This transaction represents a strategic opportunity for NCR Atleos. The extraordinary efforts of the NCR Atleos team over the two years since our separation from legacy NCR have strengthened our leading ATM installed base, sustained best-in-class service levels and introduced innovative products. Combining the complementary service-led businesses of Brink’s and NCR Atleos will enable us to enhance offerings to financial institutions and retailers, and create more opportunities for our employees. The transaction delivers significant value to NCR Atleos shareholders and enables their participation in the future success of the combined company.”

Strategic Benefits

• Expanded and diversified offering: The combination will establish greater scale and geographic depth with an improved ability to serve financial institutions, governments, retailers, and independent ATM operators through an integrated set of expanded technology, logistics, and service capabilities across a global footprint of more than 140 countries.
• Superior customer solutions: By integrating NCR Atleos’ leading ATM software, services, installed base of ATMs and strong customer relationships with some of the most well-known financial institutions and retailers, Brink’s will be able to expand its customer base and offer more comprehensive and integrated services and products to help customers operate more efficiently.
• Digital Retail Solutions (“DRS”) Integration: NCR Atleos has the largest independent network of ATMs consisting of approximately 78,000 owned and operated ATMs in secure, high foot-traffic retail locations, which are a portion of NCR Atleos’ expansive total global installed base of approximately 600,000 ATMs. The NCR Atleos network will significantly expand Brink’s retail customer locations and provide opportunities to efficiently integrate Brink’s DRS business with existing ATM management.

Accelerating Growth and Shareholder Value

• Attractive financial profile1: The acquisition is expected to allow Brink’s to deliver mid-single-digit organic revenue growth with greater recurring revenue and significant EBITDA margin expansion potential, as well as strong and improving free cash flow. The combined company is anticipated to generate approximately $10 billion in total revenue.
• Enhanced revenue streams: The combined company expects to have a strong foundation of recurring, subscription-based revenue, serving a large, globally installed base of ATMs to deliver software, maintenance, repairs, cash logistics, and total ATM outsourcing services.
• Cost synergy realization: Brink’s expects to realize $200 million2 in annual run-rate cost synergies within three years of closing.
• Strong accretion and returns: The transaction is expected to be highly accretive to earnings, including at least 35% accretive to EPS3, while enhancing long-term financial results and capital allocation flexibility.
• Balance sheet flexibility: The combination is expected to generate strong free cash flow, enabling the combined company to rapidly reduce net leverage into a target range of 2.0-3.0x by the end of 20274.

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1 Based on 2026 consensus estimates for Brink’s and NCR Atleos
2 Estimated synergies are pre-tax
3 Calculated using 2027 consensus estimates for Brink’s and NCR Atleos’ Net Income
4 Assumes closing occurs in the first quarter of 2027

Transaction Details

Brink’s will acquire each outstanding share of NCR Atleos for $30.00 in cash and 0.1574 shares of Brink’s common stock, which, based on Brink’s closing share price on February 25, 2026 of $129.58, reflects an implied value of $50.40 per share of NCR Atleos. The implied $50.40 value of the per share merger consideration represents a premium of approximately 24% over NCR Atleos’ closing share price on February 25, 2026, and a premium of 26% over NCR Atleos’ 30-day volume weighted average price. Post-closing, Brink’s shareholders will own approximately 78%, and NCR Atleos shareholders will own approximately 22%, of the outstanding shares of Brink’s common stock.

The cash portion of the purchase price will be financed with a combination of cash on the balance sheet and new debt raised. Brink’s has obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc.

Timing, Approvals and Governance

The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders.

Mark Eubanks and Kurt McMaken will serve as Chief Executive Officer and Chief Financial Officer, respectively, of the combined company. Upon closing, one mutually agreed upon independent director from the NCR Atleos Board of Directors will join the Brink’s Board of Directors.

Advisors

Morgan Stanley & Co. LLC is serving as financial advisor, Sidley Austin LLP is serving as legal advisor, and FGS Global is serving as strategic communications advisor to Brink’s. J.P. Morgan Securities LLC is serving as financial advisor, King & Spalding LLP is serving as legal advisor, and Collected Strategies is serving as strategic communications advisor to NCR Atleos.

Investor Conference Call and Transaction Website Details

There will be a live conference call and webcast to discuss the transaction on February 26, 2026, at 4:30pm ET. A live broadcast of the conference call will be available on both the Brink’s website and the NCR Atleos website. To access the live call, dial 888-349-0094 (in the U.S.) or 412-902-0124 (international). A replay will be available through March 5, 2026 at 855-669-9658 (in the U.S.) or 412-317-0088 (international) and use conference number 7137236.

Brink’s and NCR Atleos Fourth Quarter and Full Year 2025 Earnings Results

In separate press releases issued today, Brink’s and NCR Atleos released their respective fourth quarter and full year 2025 financial results, which can be found on the investor relations section on each company’s website. NCR Atleos has cancelled its previously scheduled conference call for February 27, 2026.