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Cardtronics Announces Plan to Redomicile in the United Kingdom

Cardtronics, Inc. CATM, +7.35% ("Cardtronics," "Cardtronics, Inc." or the "Company"), the world's largest ATM owner/operator, today announced a plan of redomicile to change its parent company's location of incorporation from Delaware to the United Kingdom ("U.K."), subject to stockholder approval. This redomicile is intended to better align Cardtronics' corporate structure with its current and future business activities.

Cardtronics has a substantial business presence in the U.K., including approximately 60 percent of its global workforce. In addition, the fastest-growing segments of Cardtronics today are in the U.K. and continental Europe.

Cardtronics' North American headquarters will remain in Houston, Texas and its European headquarters will be in London. The Company plans to conduct corporate activities from both locations. Cardtronics does not anticipate any impacts for employees, day-to-day operations, or services to its customers as a result of the redomicile.

Cardtronics' Board of Directors believes that the proposed plan to change its parent company's location of incorporation from Delaware to the U.K. provides the Company with many benefits, including:

  • Locates the parent Company in a leading global financial center and Europe's transaction hub, a location where it has substantial existing business activities and significant opportunities for continued growth;

  • Fortifies its status as the leading global ATM owner/operator;

  • Enables the Company to more effectively compete for acquisitions on a global scale, which has been a key component of its growth strategy;

  • Elevates the Company's visibility among potential U.K. and other European institutional investors; and

  • Positions the Company to allow future earnings and cash flows to more efficiently fund its ongoing global expansion.

Steve Rathgaber, Cardtronics' CEO, said: "Redomiciling to the U.K., where we have approximately 60 percent of our employees and a substantial business presence, will help drive our global expansion and strengthen our position as the leading global owner and operator of ATM networks. We continue to be fully committed to our customers and employees in the U.S., including Houston, which will remain our North American headquarters."

Stockholders will have the opportunity to vote on the proposed plan at a special meeting expected to be held on June 28, 2016. Subject to stockholder approval, the Company anticipates that the change of the place of incorporation will become effective early in the third quarter of 2016 following the merger of Cardtronics with one of its subsidiaries, with Cardtronics surviving as an indirect, wholly owned subsidiary of Cardtronics Group Limited, a newly formed English public limited company and currently wholly-owned subsidiary of the Company, which will be re-registered as an English public limited company and renamed "Cardtronics plc."

The merger will result in each stockholder receiving one share of Cardtronics plc for each share of Cardtronics common stock held immediately prior to the merger. Following the merger, Cardtronics plc will become the publicly traded corporate parent of the Cardtronics group...


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