Market Overview

NCR Steps Into Payments, Announces Definitive Agreement to Acquire JetPay


(NYSE:NCR) today announced a definitive agreement to
acquire Allentown, Pa.-based JetPay (NASDAQ:JTPY), a provider of
end-to-end payment processing and Human Capital Management solutions.

The transaction will be a cash tender offer of $5.05 per JetPay share,
which represents a multiple of 2.9 times 2018 consensus revenue forecast
of $63.4 million. The purchase price is approximately $184 million and
will be financed with a combination of cash on hand and existing
capacity under NCR's revolving credit facility. The offer has been
approved by each company's board of directors.

This acquisition will enable NCR to integrate a cloud-based payments
platform into its enterprise point-of-sale (POS) solutions for retail
and hospitality industries. It also accelerates NCR's strategy of
increasing recurring revenue growth and expanding margins by enhancing
its mix of software and services.

"The acquisition of JetPay is a key, strategic initiative that will
enable NCR to create a full, end-to-end integrated payments offering for
its enterprise-wide POS customers," said NCR President and Chief
Executive Officer, Michael D. Hayford. "Enabling payments as part of our
transactions is part of our long-term strategy to create integrated
value for our clients."

"JetPay has always focused on taking great care of our customers,
creating value for our stockholders, delivering innovative solutions,
and expanding our market reach," said Diane Faro, Chief Executive
Officer, JetPay. "This combination dramatically accelerates our
capabilities across these initiatives. NCR's global footprint, brand
recognition and track record of innovation will help us accelerate our
strategic objectives and create even more value for our customers."

"NCR's acquisition of JetPay reflects an important trend in
consolidation in the payments ecosystem. This acquisition allows NCR to
couple stickier, feature-rich POS and payment acceptance applications
with payment processing," said Rivka Gewirtz Little, Research Director,
Worldwide Payment Strategies, IDC. "Additionally, both NCR and JetPay
have provided services to the SMB market where retailers are likely to
be open for the adoption of a unified POS and payments processing
offering. This consolidated offering means maintaining simpler
relationships with fewer vendors without compromising on features."

The transaction is anticipated to close by year-end, subject to
regulatory approval and other customary closing conditions. The two
companies anticipate a smooth transition for customers, channel partners
and employees.

Two of JetPay's major stockholders, Flexpoint Ford, a private equity
investment firm that specializes in the financial services and
healthcare industries, and Larry Stone, a longstanding executive in the
payment processing industry, have agreed to tender their shares in
support of the transaction.

Financial Technology Partners LP and FTP Securities LLC acted as the
financial and strategic advisor to the Special Committee of the Board of
Directors of JetPay and Dechert LLP acted as legal advisors.

BofA Merrill Lynch acted as the financial and strategic advisor to the
Board of Directors of NCR Corporation in connection with the transaction.

About NCR Corporation

NCR Corporation (NYSE:NCR) is a leader in banking and commerce
solutions, powering incredible experiences that make life easier. With
its software, hardware, and portfolio of services, NCR enables 760
million transactions daily across financial, retail, hospitality,
travel, telecom and technology industries. NCR is headquartered in
Atlanta, Ga., with 34,000 employees and does business in 180 countries.
NCR is a trademark of NCR Corporation in the United States and other

Web site:

About JetPay Corporation

JetPay Corporation, based in Allentown, Pa., is a leading provider of
vertically integrated solutions for businesses including card
acceptance, processing, payroll, payroll tax filing, human capital
management services, and other financial transactions. JetPay provides a
single vendor solution for payment services, debit and credit card
processing, ACH services, and payroll and human capital management needs
for businesses throughout the United States. The Company also offers
low-cost payment choices for the employees of these businesses to
replace costly alternatives. The Company's vertically aligned services
provide customers with convenience and increased revenues by lowering
payments-related costs and by designing innovative, customized solutions
for internet, mobile, and cloud-based payments. Please visit for
more information on what JetPay has to offer or call 866-4JetPay

Notice to Investors

The tender offer for the outstanding common and preferred stock of
JetPay 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 JetPay. The solicitation and offer
to buy common stock and preferred stock of JetPay will only be made
pursuant to an Offer to Purchase and related materials. At the time the
tender offer is commenced, NCR's acquisition subsidiary, Orwell
Acquisition Corporation, will file a tender offer statement on Schedule
TO with the SEC, and JetPay 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 JetPay files with the SEC at the SEC's website at,
or free of charge from JetPay at

Cautionary Statement Regarding Forward-Looking Statements

Statements in this announcement regarding the proposed transaction, the
expected timetable for completing the proposed transaction, future
financial and operating results, future capital structure and liquidity,
benefits of the proposed transaction, general business outlook and any
other statements about the future expectations, beliefs, goals, plans or
prospects of the board or management of NCR or JetPay constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words "expects,"
"intends," "anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets" and
other similar expressions) are intended to identify forward-looking
statements. There are a number of factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including: the ability to obtain requisite
regulatory approvals, the majority of the voting power of the Shares and
the Preferred Shares and the satisfaction of the other conditions to the
consummation of the proposed transaction; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers and customers; the
ability to achieve the value creation contemplated by the proposed
transaction; and the other factors and financial, operational and legal
risks or uncertainties described in the NCR's and JetPay's public
filings with the SEC, including the "Risk Factors" sections of JetPay's
Annual Report on Form 10-K for the year ended December 31, 2017 and
subsequent Quarterly Reports on Form 10-Q, as well as the tender offer
documents to be filed by Orwell Acquisition Corporation and the
Solicitation/Recommendation Statement to be filed by JetPay. JetPay
stockholders should not place undue reliance on any forward-looking
statements. NCR and JetPay disclaim any intention or obligation to
update or revise any forward-looking statements as a result of
developments occurring after the date of this document except as
required by law.

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