- Diebold reached 68.9 percent of Wincor Nixdorf shares for
purposes of satisfying the minimum tender condition
- Additional acceptance period to begin on March 30th, and to expire on April 12th
- Transaction close targeted for summer 2016
NORTH CANTON, Ohio,
March 29, 2016 /PRNewswire/ --
Diebold, Incorporated (NYSE:DBD), a global leader in providing
self-service delivery, services and software primarily to the
financial industry, today confirmed the results of its initial
takeover offer for Wincor Nixdorf, receiving 68.9% of Wincor
Nixdorf shares for purposes of satisfying the minimum tender
condition as of March 29. The offer
remains subject to regulatory approval and is targeted to close in
the summer of 2016.
"We are excited to have successfully completed our takeover
offer for outstanding shares of Wincor Nixdorf, enabling our shared
vision of a truly global services-led, software-enabled company,"
said Andy W. Mattes, Diebold
president and chief executive officer. "With this milestone
achieved, we look forward to completing this transaction and
integrating the two businesses, after the appropriate regulatory
approvals have been obtained. We are receiving very positive
reaction from our customers, who feel the combination will bring
unique, added- value to the self-service industry. By
leveraging innovative solutions and talent from both organizations,
we will have the scale, strength and flexibility to successfully
expand in Europe and other key
markets while helping our customers through their own business
transformation."
By the end of the acceptance period, 22,544,692 Wincor Nixdorf
shares had been tendered; in addition, 262,279 voting proxies
counting towards the minimum acceptance threshold had been issued
to Diebold by the end of the acceptance period. Together, the
number of shares and voting proxies represent approximately 68.9%
of the share capital and voting rights in Wincor Nixdorf (including
treasury shares).
According to the German Securities Acquisition and Takeover Act
(WpÜG), shareholders of Wincor Nixdorf who have not tendered their
shares can still accept the offer by tendering their shares during
the additional acceptance period, which will begin on March 30, 2016 and end on April 12, 2016 at midnight (Central European
Summer Time). Diebold will disclose a final figure of shares
tendered following the expiration of the additional acceptance
period. Additional information is available at
http://www.diebold.com/DieboldWincor.
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.
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 U.S.
Securities and Exchange Commission ("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. The acceptance
period for the offer expired at the end of March 22, 2016 (Central European Time), and the
additional acceptance period will begin on March 30, 2016 and end on April 12, 2016 at midnight (Central European
Summer Time).
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.
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SOURCE Diebold, Incorporated