DBD Diebold Nixdorf Incorporated

FRANKFURT—U.S. automated teller machine maker Diebold Inc. and its German rival Wincor Nixdorf AG said Monday they have agreed on the core elements of a merger, with Diebold offering Wincor Nixdorf owners a cash and share deal.

The companies' statement confirms an article in The Wall Street Journal on Friday.

The transaction values Wincor Nixdorf at around $1.8 billion, including net debt, the two companies said. The deal will result in around $160 million in annual cash savings, they said.

Diebold will offer €38.98 ($41.41) in cash, plus 0.434 of a Diebold common share for each Wincor Nixdorf share.

The move comes more than four weeks after Diebold and Wincor announced they had entered into a nonbinding agreement that would combine the industry's No. 2 and No. 3 companies by revenue.

Because Diebold's share price has risen by about 19% since then, the share component that Wincor investors would receive improves accordingly.

The companies said in October that a combination would enable them to sharpen their focus on the growing digital-payments segment and move away from ATMs, for which prices are declining. By joining forces, they could boost investment into the development of software and IT services, which is costly.

It should also boost Diebold's European presence, having previously concentrated on North America.

The agreement has been approved by Diebold's board of directors and Wincor Nixdorf's supervisory board. Diebold will launch a voluntary offer for all of Wincor Nixdorf shares.

Diebold expects to raise capital amounting to around $2.8 billion to fund the transaction, refinance debt, and provide liquidity for the merged entity.

Write to Monica Houston-Waesch at nikki.houston@wsj.com

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(END) Dow Jones Newswires

November 23, 2015 03:25 ET (08:25 GMT)

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