NORTH CANTON, Ohio and PADERBORN, Germany – Diebold, Incorporated (NYSE:DBD), 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. Pursuant to the business combination agreement, Diebold will launch a voluntary public tender offer to all shareholders of Wincor Nixdorf. Under the terms of the agreement, Diebold will offer Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share. This transaction values Wincor Nixdorf, including net debt, at approximately $1.8 billion, or €1.7 billion.
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.
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.
Agreement Approved by Boards of Both Companies
Under the terms of the business combination agreement, which has been approved by Diebold’s board of directors and Wincor Nixdorf’s supervisory board, Diebold will launch a voluntary public tender offer for all outstanding shares of Wincor Nixdorf. The offer consideration will consist of €38.98 in cash plus 0.434 Diebold shares per Wincor Nixdorf share.
Based on the volume-weighted average share price of Diebold shares over the last five trading days prior to Oct. 17, 2015, the day on which the companies confirmed entry into a non-binding term sheet for a proposed business combination, the total offer consideration represented an implied value of €52.50 per Wincor Nixdorf share. This implied value represents a premium of approximately 35 percent over Wincor Nixdorf’s closing share price as of Oct. 16, 2015, and a premium of approximately 42 percent over the volume-weighted average price per share over the last three months preceding that date. The corresponding enterprise value including net debt amounts to approximately $1.8 billion, or €1.7 billion, under these terms.
Under the business combination agreement, the existing transformation program at Wincor Nixdorf will be supported by Diebold and will proceed as planned. The parties have agreed that there will be no material workforce reductions in Germany beyond this existing program as a result of the transaction. Furthermore, all labor-related laws and regulations will be respected and co-determination on the German supervisory board level shall remain unchanged.
Following the completion of the transaction, the combined company plans to deliver approximately $160 million of annual cost synergies and will target a non-GAAP operating margin in excess of 9 percent by the end of the third full year. In addition, the transaction is expected to be accretive to non-GAAP earnings per share5 in the second year, excluding integration costs.
The terms of the voluntary public tender offer were subject to thorough analysis by Wincor Nixdorf’s supervisory board and management board as required by their fiduciary duties. The management board and supervisory board of Wincor Nixdorf consider the offer consideration proposed by Diebold fair for shareholders and the overall agreement in the best interest of Wincor Nixdorf, its shareholders, employees and other stakeholders and therefore intend to recommend the offer.