21 March 2018

Diebold commences takeover offer of Wincor Nixdorf shares

05 February 2016  |  2474 views  |  0 Source: Diebold

Diebold, Incorporated (DBD) announced today it has commenced the voluntary public takeover offer for all no-par value bearer shares of Wincor Nixdorf Aktiengesellschaft (FWB: WIN, ISIN: DE000A0CAYB2) ("Wincor-Shares").

The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") approved the publication of the German offer document.

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.

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