February 8, 2016
Diebold commences takeover offer for Wincor Nixdorf Shares; companies to combine as Diebold Nixdorf
Takeover brings together leading global innovators in banking and retail technologies in rapidly transforming industries
Combined company will deliver fully integrated and transformative solutions in value-added services, branch automation and omnichannel experiences
Both companies share a common strategic focus on growing services and software, and have highly complementary offerings, geographic presence and customer bases
NORTH CANTON, Ohio and PADERBORN, Germany -- Diebold, Inc., a global leader in providing self-service delivery, value-added services and software primarily to the financial industry, announced today it has commenced the voluntary public takeover offer for all no-par value bearer shares of Wincor Nixdorf Aktiengesellschaft, a leading provider of IT solutions and services to banks and the retail industry. The German Federal Financial Supervisory Authority approved the publication of the German offer document.
The combination brings together leading innovators in value-added services, branch automation and omnichannel experiences to create an industry leader focused on the entire value chain -- consult, design, build and operate -- to help financial institutions and retailers succeed in their business transformation journey. The combined company will build upon the two companies' shared vision that services and software drive the consumer experience and enable customers to differentiate themselves in an evolving industry. The combined company will pursue a growing total addressable market of approximately $60 billion, according to independent market estimates and Diebold internal analysis.
Combined company to deliver more services and innovation to the market
"The rate of change we see in our industry is unprecedented, and by leveraging innovative solutions and talent from both organizations we will have the scale, strength and flexibility to help our customers through their own business transformation," said Andy W. Mattes, Diebold president and chief executive officer (CEO). "Our new company will be well positioned for growth in high-value services and software -- particularly in the areas of managed services, branch automation, mobile and omnichannel solutions -- across a broader customer base. This combination was made possible through the successes we have had and continue to create in the Diebold 2.0 transformation plan. We have a history of collaboration with Wincor Nixdorf, and our shared approach will help drive a successful integration and minimize disruption. I am very excited about the many opportunities we will create together."
"The combination of Diebold and Wincor Nixdorf is an exciting opportunity for both companies to shape the future of banking and retail solutions. Together, we can even better leverage the potential of a rapidly changing banking and retail market due to our strong combined R&D expertise. With our complementary geographic presence, we will be even closer to customers worldwide. Our common view of omnichannel software solutions will enable us to create a best-in-class customer experience to support banks and retailers to cope with challenges of digitalization," said Eckard Heidloff, CEO, Wincor Nixdorf. "Furthermore, we are convinced that our employees will benefit from being part of an even stronger, more global organization that is well positioned for the age of digitalization."
Highly complementary geographies, customers and solutions
The two companies share a complementary geographic reach across the Americas, EMEA and within Asia, along with strong, trusted brands backed by best-in-breed engineering. Diebold is a leading player in the Americas, whereas Wincor Nixdorf is a leading player in Europe. These two regions are also key drivers for innovation and digital transformation -- both in banking and retail.
The combined company's collective capabilities and established global market presence will offer a broader range of services and solutions across its customer base. Growth in both the software and services segments is expected to be accelerated by the combined, expanded installed base of nearly one million automated teller machines (ATMs) worldwide to the benefit of the customers. The combined company's strong service presence will also benefit Wincor Nixdorf's retail business.
Combination agreement details
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.
Diebold, Incorporated, a global leader in providing self-service delivery, value-added services and software primarily to the financial industry, and Wincor Nixdorf AG (FWB: WIN), a leading provider of IT solutions and services to banks and the retail industry, today announced that the companies have entered into a business combination agreement.
The combined company had pro forma revenue of approximately $5.2 billion, or €4.8 billion4, for the trailing 12 months ended Sept. 30, 2015, excluding revenue attributable to Diebold's North America electronic security business, which it recently agreed to divest. Following completion of the offer and subject to certain approvals, the combined company will be named Diebold Nixdorf, with common shares publicly listed on the New York Stock Exchange and the Frankfurt Stock Exchange. The combined company will have registered offices in North Canton, Ohio, U.S. and will be operated from headquarters in North Canton and Paderborn, Germany.