Attached files
| file | filename |
|---|---|
| 8-K - 8-K - DIEBOLD NIXDORF, Inc | wincor-clearance8k.htm |
Exhibit 99.1
 | pressrelease | |
Media contact: | Investor contact: | |
Mike Jacobsen, APR | Steve Virostek | |
+1 330 490 3796 | +1 330 490 6319 | |
michael.jacobsen@diebold.com | stephen.virostek@diebold.com | |
FOR IMMEDIATE RELEASE:
Aug. 4, 2016
DIEBOLD AND WINCOR NIXDORF ACHIEVE SATISFACTION OF FINAL CLOSING CONDITION FOR
BUSINESS COMBINATION
• 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 – 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.