Diebold, Inc., and Wincor Nixdorf AG have inked a business combination agreement in which Diebold will launch a voluntary public tender offer to all Wincor Nixdorf shareholders.
Diebold will offer Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share, a transaction that values Wincor Nixdorf, including net debt, at approximately $1.8 billion, or €1.7 billion.
“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,” said Andy Mattes, Diebold president and CEO.
The companies said that this transaction is expected to yield approximately $160 million of annual cost synergies. The combined company will target non-GAAP operating margin in excess of 9% by the end of the third full year following completion of the transaction.
In a message to its customers, Wincor Nixdorf indicated the combined company—to be called Diebold Nixdorf—would provide the following:
• An integrated offer of innovative hardware, software and services.
• An installed base of nearly one million ATMs, along with end-to-end software and service solutions.
• Harmonized hardware product offers that should offer efficiencies of scale, resulting in the ability to reinvest in research and development for software and services.
• Lead in the areas of digitalization, branch transformation, and omnichannel sales.
In their announcement, the two companies said they share a complementary geographic reach across the Americas, Europe, the Middle East, Africa, and within Asia. 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, the companies said.
Diebold’s Mattes will be CEO of the combined company. Wincor Nixdorf’s Eckard Heidloff will be president. Christopher Chapman, the current Diebold CFO, will serve as CFO of the combined company, and Jürgen Wunram, Wincor Nixdorf CFO, will serve as chief integration officer and will represent the retail business in the executive committee. In total, the combined company’s executive committee of eight will be equally represented by business leaders from both Diebold and Wincor Nixdorf, including the four executives mentioned above.
The transaction will be implemented through a voluntary public tender offer for all outstanding shares of Wincor Nixdorf. Diebold expects the offer to commence during the first quarter of 2016. It will be managed from two operational headquarters: one in North Canton, Ohio, and the other in Paderborn, Germany.
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