NORTH CANTON, Ohio,
Feb. 5, 2016 /PRNewswire/
-- Diebold, Incorporated (NYSE: DBD) announced today it
has commenced the voluntary public takeover offer for all no-par
value bearer shares of Wincor Nixdorf Aktiengesellschaft (FWB: WIN,
ISIN: DE000A0CAYB2) ("Wincor-Shares"). The German Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, "BaFin") approved the
publication of the German offer document.
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The publication of the offer document marks the beginning of the
acceptance period of the takeover offer, which ends on March 22, 2016, 24.00 hours (Central European
Time), unless the takeover offer is extended in accordance with
applicable law. Tenders of Wincor-Shares must be made prior to the
expiration of the takeover offer, in each case in accordance with
the procedures described in the offer document. European
shareholders may contact Georgeson, Inc. with any questions
regarding the takeover offer at 00 800 3816 3816 while banks and
brokers should call +44 (0) 207 019
7003.
Diebold is offering €38.98 in cash and 0.434 common shares of
Diebold (ISIN US2536511031) in exchange for each Wincor-Share.
Complete terms and conditions of the takeover offer can be found in
the German offer document and other related materials that have
been or will be filed by Diebold and Wincor Nixdorf with the U.S.
Securities and Exchange Commission (SEC) and BaFin. The takeover
offer is subject to certain closing conditions, including
regulatory approvals and a minimum acceptance threshold of
approximately 67.6 percent of all existing Wincor-Shares (including
treasury shares held by Wincor Nixdorf which will not be tendered).
If the closing conditions (other than the regulatory condition) are
satisfied prior to expiration of the acceptance period on
March 22, 2016, 24.00 hours (Central
European Time), an additional acceptance period pursuant to section
16 para. 2 sentence 1 of the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) will
begin on March 30, 2016 and expire on
April 12, 2016, 24.00 hours (Central
European Summer Time).
The takeover offer is being made pursuant to the business
combination agreement, dated November 23,
2015, for the proposed business combination of Diebold and
Wincor Nixdorf that was approved by the board of directors of
Diebold and the management board and the supervisory board of
Wincor Nixdorf. Diebold views the proposed business combination
positively and believes it is in the best interest of both
companies. In accordance with German law, the supervisory
board and management board of Wincor Nixdorf are required to
publish a reasoned statement evaluating the takeover offer for
Wincor Nixdorf shareholders.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
In connection with the proposed business combination
transaction, Diebold has filed a Registration Statement on Form S-4
with the SEC that includes a prospectus of Diebold to be used in
connection with the offer by Diebold to acquire all outstanding
Wincor Nixdorf shares.
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 TRANSACTION 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, by
writing to Deutsche Bank Aktiengesellschaft, Taunusanlage 12,
60325 Frankfurt am Main, Germany,
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. Final
terms and further provisions regarding the public offer are
disclosed in the offer document 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 offer document and all documents in connection with the
public offer as soon as they are published because these documents
contain or will 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 applicable European
regulations, including the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) 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 will be 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.
Georgeson, Inc. European Shareholder Helpline for
Diebold/Wincor Nixdorf Takeover Offer
00 800 3816 3816
Georgeson, Inc. Helpline for Banks and Brokers
+44 (0) 207 019 7003
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.