Takeover Bids | 23 November 2015 07:00

Takeover Offer <US2536511031>; <DE000A0CAYB2>

Target company: Wincor Nixdorf AG; Bidder: Diebold, Incorporated

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

PUBLICATION PURSUANT TO SECTION 10 PARA. 1 SENTENCE 1 IN CONJUNCTION WITH
SECTIONS 29 PARA. 1, 34 ACCORDING TO THE GERMAN SECURITIES ACQUISITION AND
TAKEOVER ACT (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

Diebold, Incorporated
5995 Mayfair Road
P.O. Box 3077
North Canton, Ohio
United States

ISIN US2536511031

Target company:

Wincor Nixdorf Aktiengesellschaft
Heinz-Nixdorf-Ring 1
33106 Paderborn
Germany

registered in the commercial register of the local court Paderborn under
HRB 6846

ISIN DE000A0CAYB2

The offer document will be published on the internet following clearance by
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) at:

http://www.diebold.com/ under the section Investor Relations

Information on the bidder:

On November 23, 2015 Diebold, Incorporated (‘Diebold’), decided to make a
voluntary public takeover offer to all shareholders of Wincor Nixdorf
Aktiengesellschaft with its registered office in Paderborn to acquire their
no-par value bearer shares in Wincor Nixdorf Aktiengesellschaft, each
representing a pro rata amount of the registered share capital of EUR1.00
(ISIN DE000A0CAYB2) (the ‘Wincor-Shares’, held by the
‘Wincor-Shareholders’).

Diebold offers for every Wincor Share EUR38.98 in cash (the ‘Cash
Component’) and 0.434 common shares of Diebold (‘Diebold Offer Shares’)
(ISIN US2536511031) (the ‘Share Component’, together with the Cash
Component the ‘Offer Consideration’).

The Offer Consideration is made subject to the minimum price for one Wincor
Share to be communicated by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), without
changing the economic value of the Offer Consideration to the detriment of
the Wincor-Shareholders.

The public takeover offer will presumably be made subject to antitrust
clearance, the declaration of effectiveness by the U.S. Securities and
Exchange Commission of the registration statement (S-4) regarding the
Diebold Offer Shares, a minimum acceptance rate of about 67.6% of the
existing Wincor-Shares and further customary closing conditions. Otherwise,
the public takeover offer will be made in accordance with the terms and
conditions set out in the offer document. Furthermore, insofar as legally
permissible, Diebold reserves the right to deviate in the final terms of
the public takeover offer from the basic information described herein.

In addition, Diebold and Wincor Nixdorf Aktiengesellschaft have entered
into a Business Combination Agreement setting out their common
understanding as to the future strategy and structure of the combined
company and other matters.

IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS

In connection with the proposed business combination transaction, Diebold
intends to file a Registration Statement on Form S-4 with the U.S.
Securities and Exchange Commission (‘SEC’) that will include a prospectus
of Diebold to be used in connection with the offer by Diebold to acquire
all outstanding Wincor Nixdorf shares. When available, Diebold will
disseminate the prospectus to Wincor Nixdorf shareholders in connection
with Diebold’s offer to acquire all of the outstanding shares of Wincor
Nixdorf. Diebold also intends to file an offer document with the German
Federal Financial Supervisory Authority (Bundesanstalt fuer
Finanzdienstleistungsaufsicht) (‘BaFin’).

INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND THE OFFER
DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC OR
BAFIN OR PUBLISHED AT DIEBOLD’S WEBSITE AT WWW.DIEBOLD.COM UNDER THE
INVESTOR RELATIONS SECTION, REGARDING THE PROPOSED BUSINESS COMBINATION
TRANSACTION AND THE OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain a free copy of the prospectus and
other related documents filed by Diebold with the SEC on the SEC’s website
at www.sec.gov. The prospectus and other documents relating thereto may
also be obtained for free by accessing Diebold’s website at www.diebold.com
under the Investor Relations section. Following approval by BaFin, you may
obtain a free copy of the offer document on BaFin’s website at
www.bafin.de, and, along with an English translation thereof, at Diebold’s
website at www.diebold.com under the Investor Relations section. Further
you may obtain a copy of the offer document from Deutsche Bank
Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany, for
distribution free of charge (also available from Deutsche Bank
Aktiengesellschaft via e-mail to dct.tender-offers@db.com or by telefax to
+49 69 910 38794). In addition a English language press release and its
German language translation will be published via an electronically
operated information distribution system in the United States.

This document is neither an offer to purchase nor a solicitation of an
offer to sell shares of Wincor Nixdorf or Diebold. Final terms and further
provisions regarding the public offer will be disclosed in the offer
document after the publication has been approved by BaFin and in documents
that will be filed with the SEC. Investors and holders of Wincor Nixdorf
shares, or of such instruments conferring a right to directly or indirectly
acquire Wincor Nixdorf shares, are strongly encouraged to read the offer
document and all documents in connection with the public offer as soon as
they are published because these documents will contain important
information.

No offering of securities will be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended, and applicable European regulations, including the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz) and the German Securities Prospectus Act
(Wertpapierprospektgesetz). Subject to certain exceptions to be approved by
the relevant regulators or certain facts to be ascertained, the public
offer would not be made directly or indirectly, in or into any jurisdiction
where to do so would constitute a violation of the laws of such
jurisdiction, or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone and the
internet) of interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.

CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS

Certain statements contained in this communication regarding matters that
are not historical facts are forward-looking statements (as defined in the
Private Securities Litigation Reform Act of 1995). These include statements
regarding management’s intentions, plans, beliefs, expectations or
forecasts for the future including, without limitation, the proposed
business combination with Wincor Nixdorf and the offer. Such
forward-looking statements are based on the current expectations of Diebold
and involve risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied in the statements. Such
forward-looking statements may include statements about the business
combination and the offer, the likelihood that such transaction is
consummated and the effects of any transaction on the businesses and
financial conditions of Diebold or Wincor Nixdorf, including synergies, pro
forma revenue, targeted operating margin, net debt to EBITDA ratios,
accretion to earnings and other financial or operating measures. By their
nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur
in the future. Forward-looking statements are not guarantees of future
performance and actual results of operations, financial condition and
liquidity, and the development of the industries in which Diebold and
Wincor Nixdorf operate may differ materially from those made in or
suggested by the forward-looking statements contained in this document. In
addition, risks and uncertainties related to the contemplated business
combination between Diebold and Wincor Nixdorf include, but are not limited
to, the expected timing and likelihood of the completion of the
contemplated business combination, including the timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the
contemplated business combination that could reduce anticipated benefits or
cause the parties not to consummate, or to abandon the transaction, the
ability to successfully integrate the businesses, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination agreement or the contemplated
offer, the risk that the parties may not be willing or able to satisfy the
conditions to the contemplated business combination or the contemplated
offer in a timely manner or at all, risks related to disruption of
management time from ongoing business operations due to the contemplated
business combination, the risk that any announcements relating to the
contemplated business combination could have adverse effects on the market
price of Diebold’s common shares, and the risk that the contemplated
transaction or the potential announcement of such transaction could have an
adverse effect on the ability of Diebold to retain and hire key personnel
and maintain relationships with its suppliers, and on its operating results
and businesses generally. These risks, as well as other risks associated
with the contemplated business combination, are more fully discussed in a
prospectus that will be included in the Registration Statement on Form S-4
that will be filed with the SEC in connection with the contemplated
business combination and the offer. Additional risks and uncertainties are
identified and discussed in Diebold’s reports filed with the SEC and
available at the SEC’s website at www.sec.gov. Any forward-looking
statements speak only as at the date of this document. Except as required
by applicable law, neither Diebold nor Wincor Nixdorf undertakes any
obligation to update or revise publicly any forward-looking statement,
whether as a result of new information, future events or otherwise.

North Canton, November 23, 2015

Diebold, Incorporated

End of WpÜG announcement

The 23.11.2015DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Listed: Zielgesellschaft:
Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München,
Stuttgart
Bieter:
Freiverkehr in Berlin, Frankfurt, München, Stuttgart