- Diebold receives unconditional clearance in Poland, satisfying all closing conditions for
planned acquisition of Wincor Nixdorf AG
- Takeover offer expected to be settled on Aug. 15
NORTH CANTON, Ohio,
Aug. 4, 2016 /PRNewswire/ -- Diebold,
Incorporated (NYSE: DBD), a global leader in financial self-service
technology, services and software, announced today that it received
antitrust clearance in Poland for
its planned acquisition of Wincor Nixdorf AG (FWB: WIN). As a
result, the company has attained all antitrust clearances required
as a closing condition under the offer document for the
acquisition. All closing conditions required for the consummation
of the takeover offer are now satisfied and the takeover offer is
expected to be settled on Aug.
15.
The offer consideration, in total consisting of 9,928,514 newly
issued common shares of Diebold and approximately €891.7 million in
cash, will be distributed to the shareholders of Wincor Nixdorf
that tendered their shares in the offer at the time of settlement.
Diebold has applied for listing of the newly issued Diebold common
shares on the New York Stock Exchange and will apply for listing of
all 89,907,516 of its common shares on the Frankfurt Stock
Exchange. Trading of the tendered Wincor Nixdorf shares on the
regulated market of the Frankfurt Stock Exchange will cease after
the end of the regular stock exchange trading hours on Aug. 5, 2016.
For more information about the business combination between
Diebold and Wincor Nixdorf, please visit
www.diebold.com/dieboldwincor.
IMPORTANT NOTICE FOR INVESTORS AND SHAREHOLDERS
In connection with the proposed business combination with Wincor
Nixdorf, Diebold has 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 takeover offer. In
addition, on February 4, 2016, the
German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht, "BaFin") approved the
publication of the offer document in German in connection with the
takeover offer. Diebold has published the German offer document on
February 5, 2016. The acceptance
period for the takeover 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, upon request, you may obtain a
copy of the offer document free of charge from Deutsche Bank
Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main,
Germany, or 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 takeover 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, 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 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, 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 transactions or the potential
announcement of other transactions 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.
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.
Logo -
http://photos.prnewswire.com/prnh/20080725/DIEBOLDLOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/diebold-and-wincor-nixdorf-achieve-satisfaction-of-final-closing-condition-for-business-combination-300309510.html
SOURCE Diebold, Incorporated