Business Context and Reporting Period
This Form 8-K, dated August 15, 2016, reports the completion of Diebold, Incorporated's voluntary public takeover offer for Wincor Nixdorf Aktiengesellschaft. The transaction closed on August 15, 2016, following the satisfaction of all regulatory conditions, including antitrust clearances received on August 4, 2016.
Key Financial Metrics and Transaction Details
- Acquisition Scope: Diebold acquired 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15% of issued shares (76.73% of outstanding shares).
- Total Consideration: Approximately €891.7 million in cash and 9,928,514 new Diebold common shares.
- Offer Price: €38.98 in cash plus 0.434 new Diebold shares per Wincor Nixdorf share.
- Financing: Funded via proceeds from $400 million in senior unsecured notes due 2024 and the Company's Term Loan B facility.
- Stock Trading: New shares commenced trading on the NYSE and Frankfurt Stock Exchange under the symbol "DBD".
Material Changes and Governance Actions
Upon closing, ownership of tendered shares transferred to Diebold Holding Germany Inc. & Co. KGaA, a wholly-owned subsidiary. Fractional share entitlements were aggregated and sold, with proceeds to be distributed by August 29, 2016.
Significant governance changes include:
- Board Expansion: The Board of Directors increased from 10 to 12 members.
- New Directors: Dr. Alexander Dibelius and Dr. Dieter Düsedau were elected to the Board effective August 16, 2016.
- Executive Appointment: Eckard Heidloff, former CEO of Wincor Nixdorf, was elected President of Diebold, reporting to CEO Andy Mattes.
Outlook, Contingencies, and Future Agreements
On August 16, 2016, the boards approved a proposed Domination and Profit and Loss Transfer Agreement. Key terms and contingencies include:
- Shareholder Vote: Expected on September 26, 2016, requiring at least 75% approval of outstanding shares.
- Exit Compensation: Remaining shareholders may sell shares for €53.34 (subject to adjustment based on risk-free rates).
- Recurring Compensation: Shareholders may retain shares for an annual cash payment of €3.17 per share (subject to adjustment).
- Risks: Effectiveness is subject to shareholder approval, registration with the German commercial register, and potential delays due to litigation.
- Financial Reporting: Pro forma financial information and financial statements of the acquired business will be filed within 71 days.
Investor Verification Checklist
- Verify the final approval status of the Domination and Profit and Loss Transfer Agreement at the September 26, 2016 shareholder meeting.
- Monitor the filing of pro forma financial information and Wincor Nixdorf financial statements within the 71-day window.
- Review the final risk-free rate adjustments to the Exit Compensation (€53.34) and Recurring Compensation (€3.17) figures.
- Confirm the integration progress of Eckard Heidloff as President and the operational synergy realization.
- Assess potential litigation risks in Germany that could delay the registration of the domination agreement.