NORTH CANTON, Ohio,
April 15, 2016 /PRNewswire/ --
Diebold, Incorporated (NYSE:DBD), a global leader in providing
self-service delivery, services and software primarily to the
financial industry, today announced that it has reached 69.9
percent of all existing Wincor Nixdorf shares (including treasury
shares held by Wincor Nixdorf) by the end of the additional
acceptance period for its takeover offer for all ordinary shares of
Wincor Nixdorf Aktiengesellschaft (FWB: WIN, ISIN: DE000A0CAYB2).
With the expiration of the additional acceptance period, no further
Wincor Nixdorf shares can be tendered in the takeover offer.
As previously announced, Diebold's voluntary public takeover
offer exceeded the minimum acceptance rate of 67.6 percent of all
existing Wincor Nixdorf shares (including treasury shares held by
Wincor Nixdorf). The additional acceptance period expired on
April 12, 2016 at midnight (Central
European Summer Time), as scheduled. By the end of the additional
acceptance period, 22,876,760 Wincor Nixdorf shares had been
tendered; in addition, Diebold held voting proxies for 241,324
Wincor Nixdorf shares. Together, the number of shares and voting
proxies represent approximately 69.9 percent of the share capital
and voting rights in Wincor Nixdorf (including treasury shares).
Withdrawal rights for the offer ceased at the end of the acceptance
period on March 22.
The offer remains subject to regulatory approval and is targeted
to close in the summer of 2016. 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 acquisition of Wincor Nixdorf,
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 the statutory additional acceptance period expired at
the end of April 12, 2016 (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