NORTH CANTON, Ohio,
Aug. 15, 2016 /PRNewswire/
-- Diebold, Incorporated (NYSE: DBD) today announced that it
has successfully completed the acquisition of Wincor Nixdorf AG
through its voluntary takeover offer for all the company's ordinary
shares. The combined organization will begin operating as
Diebold Nixdorf on Tuesday, Aug. 16.
Offer consideration and other transaction
details
Under the terms of the takeover offer, Wincor Nixdorf
shareholders received €38.98 in cash plus 0.434 Diebold common
shares in exchange for each Wincor Nixdorf share. The total offer
consideration consists of approximately €891.7 million in cash and
9,928,514 newly issued Diebold common shares. To the extent that
Wincor Nixdorf shareholders are entitled to fractional shares,
those fractional entitlements will be aggregated and sold in the
market and the proceeds of such sale distributed pro rata no later
than Aug. 29, 2016.
The Diebold common shares issued to Wincor Nixdorf shareholders
commenced trading on the NYSE under the symbol DBD, and all Diebold
common shares commenced trading on the Frankfurt Stock Exchange
under ISIN US2536511031 (symbol DBD).
In the United Kingdom, the
Diebold and Wincor Nixdorf brands and operations will remain
distinct pending completion of the Competition and Markets
Authority's review of the transaction.
Financing, synergy targets and capital allocation
plans
The cash portion of the offer consideration is being financed
with funds available under Diebold, Incorporated's existing credit
agreement and net proceeds from the issuance and sale of its senior
notes due 2024. Diebold
Nixdorf expects to report pro forma net
debt/EBITDAi of less than 4x as of September 30, 2016. The combined organization
plans to deliver approximately $160
million of annual cost synergies and is targeting a non-GAAP
operating margin in excess of 9 percent by the end of the third
full year following the closing of the takeover offer. The
realization of these synergies and Diebold
Nixdorf's focus on deleveraging its balance sheet is
expected to result in net debt/EBITDA below 3x by the end of the
third full year. The combined company currently intends to pay a
dividend per share at a rate of approximately one-third of
Diebold's current annual cash dividend per share, subject to market
and other conditions, expected to be paid on a quarterly basis.
Paying regular dividends remains a part of Diebold Nixdorf's philosophy of returning value
to shareholders.
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.
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 business combination with
Wincor Nixdorf. 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
acquisition of Wincor Nixdorf, the effects of the acquisition 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 the
combined company operates 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
acquisition include, but are not limited to, the ability to
successfully integrate the businesses of Diebold and Wincor
Nixdorf, the timing, receipt and terms and conditions of any
governmental and regulatory approvals that could reduce anticipated
benefits or cause the parties to abandon the business combination,
risks associated with the impact of the business combination
agreement, the contemplated domination and profit and loss transfer
agreement and any related litigation may have on the business and
operations of the combined company, risks related to disruption of
management time from ongoing business operations due to the
acquisition, and the risk that the acquisition could have an
adverse effect on the ability of the combined company 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 are more fully 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.
i Expected pro forma net debt/EBITDA includes
contributions from both Diebold, Incorporated and Wincor Nixdorf as
if both companies were operating as a single entity for the 12
months ending September 30,
2016. Net debt is defined as long-term debt plus short-term
debt minus cash and cash equivalents. Diebold's management
believes that given the significant cash, cash equivalents and
other investments on its balance sheet that net cash against
outstanding debt is a meaningful net debt calculation.
Diebold defines EBITDA as net (loss) income excluding income tax
(benefit) expense, net interest, and depreciation and amortization
expense. Diebold defines Adjusted EBITDA as EBITDA before the
effect of the following items: income from discontinued operations,
net of tax, share-based compensation, foreign exchange loss, net,
other (expense) income miscellaneous, net, restructuring expense,
and non-routine expenses, net. These are non-GAAP financial
measurements used by management to enhance the understanding of our
operating results. EBITDA and Adjusted EBITDA are key measures
Diebold uses to evaluate our operational performance. Diebold
provides EBITDA and Adjusted EBITDA because it believes that
investors and securities analysts will find EBITDA and Adjusted
EBITDA to be useful measures for evaluating Diebold's operating
performance and comparing its operating performance with that of
similar companies that have different capital structures and for
evaluating Diebold's ability to meet its future debt service,
capital expenditures, and working capital requirements. However,
EBITDA and Adjusted EBITDA should not be considered as alternatives
to net income as a measure of operating results or as alternatives
to cash flows from operating activities as a measure of liquidity
in accordance with GAAP.
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SOURCE Diebold, Incorporated