NCR Enters Agreement To Acquire Self-Checkout Business From Optimal Robotics

NCR Corporation (NYSE: NCR) and Optimal Robotics Corp. (NASDAQ: OPMR) have entered into an agreement in principle for NCR to acquire Optimal's self-checkout business for US$30 million.

The agreement covers the systems and services marketed by Optimal, based in Montreal, under the U-Scan~ brand. NCR currently markets the NCR FastLane self-checkout system that allows shoppers to scan, bag and pay for purchases, without cashier assistance.

"Self-service offerings in the retail and financial industries are part of NCR's core competency. Optimal's self-checkout business complements our existing business, and we are excited about serving the needs of our respective customers with best-of-breed solutions," said Lee Schram, senior vice president of NCR's Retail Solutions Division.

After accounting for all related costs, it is anticipated that the acquisition will be slightly accretive to NCR's 2004 earnings assuming an early second-quarter close.

"Optimal is moving in a different strategic direction and this transaction is consistent with our strategy of repositioning Optimal as a payments and services leader. As we transform our business, it was important to find the best possible outcome for our self-checkout customers and employees. NCR is a recognized leader in self-service solutions, and we are delighted to enter into this agreement with them. We are truly grateful for the efforts of our employees and loyalty of our customers, which helped establish U-Scan in the self-checkout market," said Neil S. Wechsler, co-chairman and chief executive officer of Optimal.

Completion of the transaction is subject to execution of definitive documentation, approval by Optimal shareholders, receipt of certain third-party consents and approvals and other customary conditions. Optimal has agreed to pay NCR a termination fee under certain circumstances. The transaction is expected to close by early April.

About Optimal
Optimal Robotics Corp. (NASDAQ: OPMR) is a leading North American provider of self-checkout systems to retailers and depot and field services to retail, financial services and other third-party accounts. Optimal has approximately 1,000 employees, which includes approximately 800 software and hardware professionals, and facilities in upstate New York, Santa Ana, Calif., Toronto, Ontario, and Montreal, Quebec, and operations throughout North America. For more information about Optimal, visit the company's Web site at www.opmr.com.

About NCR Corporation
NCR Corporation (NYSE: NCR) is a leading global technology company helping businesses build stronger relationships with their customers. NCR's ATMs, retail systems, Teradata data warehouses and IT services provide Relationship Technology solutions that maximize the value of customer interactions. Based in Dayton, Ohio, NCR (www.ncr.com) employs approximately 29,000 people worldwide.