Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Excerpts from Confidential Preliminary Offering Memorandum, dated as of April 1, 2016, in connection with the Notes offering
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Important Information for Investors and Shareholders Relating to the Proposed Acquisition of Wincor Nixdorf
In connection with the proposed Acquisition, Diebold has made an offer for all ordinary shares of Wincor Nixdorf (the tender offer)
and 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
tender 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 tender offer (the offer document). Diebold has published the offer document on February 5, 2016. The acceptance period for the tender offer expired at the end of March 22, 2016 (Central European Time), and a statutory additional
acceptance period has begun on March 30, 2016, and will end on April 12, 2016, 24:00 hours (Central European Summer Time).
INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS RELATING TO THE TENDER OFFER AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC OR BaFin OR PUBLISHED AT DIEBOLDS WEBSITE at
www.diebold.com
UNDER THE INVESTOR RELATIONS SECTION, REGARDING THE PROPOSED BUSINESS COMBINATION AND THE TENDER OFFER BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the prospectus relating to the tender
offer, an English translation of the offer document, and other related documents filed by Diebold with the SEC on the SECs website at
www.sec.gov
. The prospectus relating to the tender offer and other documents relating thereto may also
be obtained for free by accessing Diebolds website at
www.diebold.com
under the Investor Relations section. You may obtain a free copy of the offer document on BaFins website at
www.bafin.de
, and, along with an English
translation thereof, at Diebolds 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 tender offer are disclosed in the offer document, which was published on February 5, 2016, and in related 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 relating to
the tender offer, the offer document and all documents in connection with the tender offer because these documents contain important information.
No offering of Diebold shares 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 tender 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 on Forward-Looking Statements
Statements that are included in this Current Report on Form 8-K that are not reported financial results or other historical information are
forward-looking statements. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, statements
regarding the Acquisition, the other Transactions, our expected future performance (including expected results of operations and financial guidance), and our future financial condition, operating results, strategy and plans. Forward-looking
statements may be identified by the use of the words anticipates, expects, intends, plans, will, believes, estimates, potential, target,
predict, project, seek, and variations or similar expressions. These statements are used to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future
events and involve significant risks and uncertainties that could cause actual results to differ materially.
Although we believe that
these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, our knowledge of our business and key performance indicators that impact our business, these forward-looking statements involve risks,
uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks,
uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include:
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Diebolds ability to successfully consummate the Acquisition and other Transactions;
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the ability to integrate the operations of Diebold and Wincor Nixdorf, the success of the combined companys pricing and operating strategy and the ability to realize synergies;
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the combined companys future business, financial condition and results of operations;
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the effects of governmental regulation on the combined companys businesses or the Acquisition;
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the ability to obtain regulatory approvals and meet other conditions to the Acquisition on a timely basis;
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the success of Diebolds strategic business alliance with Securitas AB;
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Diebolds ability to reduce stranded costs related to its electronic security business from its ongoing operations;
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competitive pressures, including pricing pressures and technological developments;
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changes in the combined companys relationships with customers, suppliers, distributors and/or partners in its business ventures;
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changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the combined companys businesses;
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global economic conditions, including any additional deterioration and disruptions in the financial markets due to bankruptcies, restructurings or consolidations of financial institutions or otherwise, which could
reduce the combined companys customer base and/or adversely affect its customers ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
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acceptance of the combined companys product and technology introductions in the marketplace;
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the combined companys ability to maintain effective internal controls over financial reporting;
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changes in Diebolds intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions could negatively impact foreign and domestic taxes;
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unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;
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changes in demand for financial self-service technologies, products and services;
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potential disruptions, breaches or other violations of the combined companys information technology systems;
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the investment performance of the combined companys pension plan assets, which could require an increase in pension contributions, and significant changes in healthcare costs, including those that may result from
government action;
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Diebolds ability to achieve benefits from its cost-reduction initiatives and other strategic changes, including its multi-year realignment plan and other restructuring actions, as well as its business process
outsourcing initiative;
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Wincor Nixdorfs ability to achieve benefits from its restructuring program; and
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other factors discussed elsewhere in this Current Report on Form 8-K.
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All subsequent written
and oral forward-looking statements attributable to us or any person acting on our behalf concerning the Acquisition or other matters addressed in this Current Report on Form 8-K are expressly qualified in their entirety by this cautionary
statement. You are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof.
Furthermore, in light of ongoing difficult macroeconomic conditions, both globally and in the industries in which we operate, it is
particularly difficult to forecast results, and any estimates or forecasts of particular periods that are provided in this Current Report on Form 8-K are uncertain. We expressly disclaim and do not assume any liability in connection with any
inaccuracies in any of the forward-looking statements in this document or in connection with any use by any third party of such forward-looking statements. Actual results could differ materially from those anticipated in such forward-looking
statements. Except to the extent required by applicable law or regulation, we undertake no obligation to update any of these forward-looking statements to reflect events or circumstances, whether as a result of new information, future events or
otherwise.