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Diebold Nixdorf Launches Merger Squeeze-Out of Its German Subsidiary
Thursday 08 November 2018

8 November 2018 - US-based ATM maker Diebold Nixdorf, Inc. (NYSE: DBD) has launched the formal process to acquire the remaining outstanding shares in Diebold Nixdorf AG through a merger squeeze-out, the company said.

Once complete, merger squeeze-out will result in a more simplified and streamlined corporate structure, including the elimination of the annual dividend to minority shareholders and administrative burdens relating to operating a German public company, which previously cost the company more than USD 20m per year

Approximately USD 13m of these expenditures have already been reduced as a result of minority shares tendered to date this year

In August 2016, Diebold closed its acquisition of German banking software, hardware and services firm Wincor Nixdorf.

This deal valued Wincor Nixdorf, including net debt, at approximately USD 1.8bn, or EUR 1.7bn.

The combined company had pro forma revenue of approximately USD 5.2bn, or EUR 4.8bn, 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.

The combined company will have registered offices in North Canton, Ohio, US and will be operated from headquarters in North Canton and Paderborn, Germany.

Now, Diebold Nixdorf has launched the formal process to merge the company's German subsidiary, Diebold Nixdorf AG, with and into Diebold Nixdorf Holding Germany Inc. and Co. KGaA (Diebold KGaA), a wholly-owned direct subsidiary of Diebold Nixdorf, Inc.

This process includes a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG, utilising funds set aside for this purpose.

As a result of the merger squeeze-out, Diebold Nixdorf AG will be eliminated as a separate corporate entity and the listing of Diebold Nixdorf AG shares on the Frankfurt Stock Exchange will be terminated.

When complete, the company will no longer be required to pay annual dividends to minority shareholders nor bear the administrative burdens relating to operating a German public company.

Diebold KGaA currently owns approximately 28m shares in Diebold Nixdorf AG corresponding to 94 % of the share capital of Diebold Nixdorf AG (excluding treasury shares).
Details
Date Published: 08/11/2018
Target: Wincor Nixdorf
Country: Germany
Deal Size: 1.8bn (USD)
Sector: Banking/Financial Services
Type: Corporate acquisition
Financing: Cash and Stock
Status: Closed
Vendor:
Buyer: Diebold, Inc
Buyer Advisor: Credit Suisse , J.P. Morgan , Sullivan and Cromwell LLP
Comment:
Diebold Nixdorf launches the formal process to acquire the remaining outstanding shares in Diebold Nixdorf AG through a merger squeeze-out

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