News

Done Deal: Diebold announces finalized Wincor acquisition

August 15, 2016

Diebold Inc. this morning formally announced its successful acquisition of Wincor Nixdorf AG.  The combined organization will begin operating as Diebold Nixdorf tomorrow, Aug. 16.

Diebold issued a finalized statement with details of the transaction, as follows:

Under the terms of the takeover offer, Wincor Nixdorf shareholders received 38.98 euros ($43.23) per share 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 euros ($989 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.

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 Inc.'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 Sept. 30. 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.

Included In This Story

---

Diebold Nixdorf

As a global technology leader and innovative services provider, Diebold Nixdorf delivers the solutions that enable financial institutions to improve efficiencies, protect assets and better serve consumers.

Request Info

Learn More