NORTH CANTON, Ohio,
Feb. 18, 2016 /PRNewswire/ --
Diebold, Incorporated (NYSE:DBD), today announced that the required
waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has been terminated early, with respect to
the company's definitive agreement to acquire Wincor Nixdorf AG
(FWB: WIN).
With this achievement, significant regulatory requirements have
now been satisfied in the home countries of Diebold and Wincor
Nixdorf, representing nearly half of the global revenues of
the future combined business: Previously, Diebold and Wincor
Nixdorf satisfied the regulatory requirements in the United States and Germany to launch the tender offer for all
outstanding shares of Wincor Nixdorf.
"Achieving the Hart-Scott-Rodino milestone in the United States is a meaningful step toward
completing the business combination with Wincor Nixdorf, and I am
encouraged that the process continues to move forward," said
Andy W. Mattes, Diebold president
and chief executive officer. "Our pre-integration planning
with the Wincor management team is progressing in a very positive
direction, which gives us confidence we can hit the ground running
and achieve synergies quickly. There is tremendous
opportunity in this business combination that will create
significant customer and shareholder value."
For more information about the business combination agreement
between Diebold and Wincor Nixdorf, please visit
www.diebold.com/dieboldwincor.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
In connection with the proposed business combination, Diebold
has filed a Registration Statement on Form S-4 with the SEC, which
was declared effective by the SEC on February 5, 2016, that includes a prospectus of
Diebold to be used in connection with the offer. In addition, on
February 4, 2016, the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, "BaFin") approved the publication of
the German offer document in connection with the offer. Diebold has
published the German offer document on February 5, 2016.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS
AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN
OR WILL BE FILED WITH THE SEC OR BAFIN OR PUBLISHED AT DIEBOLD'S
WEBSITE AT WWW.DIEBOLD.COM UNDER THE INVESTOR RELATIONS SECTION,
REGARDING THE PROPOSED BUSINESS COMBINATION AND THE OFFER BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the prospectus, an English
translation of the offer document, and other related documents
filed by Diebold with the SEC on the SEC's website at www.sec.gov.
The prospectus and other documents relating thereto may also be
obtained for free by accessing Diebold's website at www.diebold.com
under the Investor Relations section. You may obtain a free copy of
the offer document on BaFin's website at www.bafin.de, and, along
with an English translation thereof, at Diebold's website at
www.diebold.com under the Investor Relations section. Further, you
may obtain a copy of the offer document free of charge from
Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt
am Main, Germany, or by e-mail to
dct.tender offers@db.com or by telefax to +49 69 910 38794.
This document is neither an offer to purchase nor a solicitation
of an offer to sell shares of Wincor Nixdorf or Diebold. Terms and
further provisions regarding the public offer are disclosed in the
offer document, which was published on February 5, 2016, and in documents filed or that
will be filed with the SEC. Investors and holders of Wincor Nixdorf
shares, or of such instruments conferring a right to directly or
indirectly acquire Wincor Nixdorf shares, are strongly encouraged
to read the prospectus, the offer document and all documents in
connection with the public offer because these documents contain
important information.
No offering of securities will be made except by means of a
prospectus meeting the requirements of section 10 of the U.S.
Securities Act of 1933, as amended, and a German offer document in
accordance with applicable European regulations, including the
German Securities Acquisition and Takeover Act and the German
Securities Prospectus Act (Wertpapierprospektgesetz). Subject to
certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, the public offer would not be made
directly or indirectly, in or into any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction, or
by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction.
CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS
Certain statements contained in this communication regarding
matters that are not historical facts are forward-looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995). These include statements regarding management's
intentions, plans, beliefs, expectations or forecasts for the
future including, without limitation, the proposed business
combination with Wincor Nixdorf and the offer. Such forward-looking
statements are based on the current expectations of Diebold and
involve risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied in the
statements. Such forward-looking statements may include statements
about the business combination and the offer, the likelihood that
such transaction is consummated and the effects of any transaction
on the businesses and financial conditions of Diebold or Wincor
Nixdorf, including synergies, pro forma revenue, targeted operating
margin, net debt to EBITDA ratios, accretion to earnings and other
financial or operating measures. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance and actual results of operations, financial condition
and liquidity, and the development of the industries in which
Diebold and Wincor Nixdorf operate may differ materially from those
made in or suggested by the forward-looking statements contained in
this document. In addition, risks and uncertainties related to the
contemplated business combination between Diebold and Wincor
Nixdorf include, but are not limited to, the expected timing and
likelihood of the completion of the contemplated business
combination, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the
contemplated business combination that could reduce anticipated
benefits or cause the parties not to consummate, or to abandon the
transaction, the ability to successfully integrate the businesses,
the occurrence of any event, change or other circumstances that
could give rise to the termination of the business combination
agreement or the contemplated offer, the risk that the parties may
not be willing or able to satisfy the conditions to the
contemplated business combination or the contemplated offer in a
timely manner or at all, risks related to disruption of management
time from ongoing business operations due to the contemplated
business combination, the risk that any announcements relating to
the contemplated business combination could have adverse effects on
the market price of Diebold's common shares, and the risk that the
contemplated transaction or the potential announcement of such
transaction could have an adverse effect on the ability of Diebold
to retain and hire key personnel and maintain relationships with
its suppliers, and on its operating results and businesses
generally. These risks, as well as other risks associated with the
contemplated business combination, are more fully discussed in the
prospectus that is attached as Annex 4 to the German offer document
and has been filed with the SEC. Additional risks and uncertainties
are identified and discussed in Diebold's reports filed with the
SEC and available at the SEC's website at www.sec.gov. Any forward
looking statements speak only as at the date of this document.
Except as required by applicable law, neither Diebold nor Wincor
Nixdorf undertakes any obligation to update or revise publicly any
forward-looking statement, whether as a result of new information,
future events or otherwise.
About Wincor Nixdorf
Wincor Nixdorf is one of the world's leading providers of IT
solutions and services to retail banks and the retail industry. The
main focus of the group's comprehensive portfolio lies on business
process optimization, especially in the branch operations of both
sectors. Wincor Nixdorf has established a presence in around 130
countries around the globe, giving it an outstanding profile when
it comes to customer proximity. The parent company has subsidiaries
in 42 countries. The company also places great importance on
building close relationships with sales partners that have an
excellent knowledge of the local requirements and conditions on the
customer side. Wincor Nixdorf has a total workforce of around 9,000
people. Over half of those are based outside Germany.
About Diebold
Diebold, Incorporated (NYSE: DBD) provides the technology,
software and services that connect people around the world with
their money - bridging the physical and digital worlds of cash
conveniently, securely and efficiently. Since its founding in 1859,
Diebold has evolved to become a leading provider of exceptional
self-service innovation, security and services to financial,
commercial, retail and other markets.
Diebold has approximately 15,000 employees worldwide and is
headquartered near Canton, Ohio,
USA. Visit Diebold at www.diebold.com or on Twitter:
http://twitter.com/DieboldInc.
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SOURCE Diebold, Incorporated