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Breaking News: ATM Leader Diebold Agrees to $1.8 Billion Takeover of Wincor Nixdorf

Diebold Inc. – a global leader in providing self-service delivery, value-added services and software primarily to the financial industry – agreed to buy Wincor Nixdorf AG, a leading provider of IT solutions and services to banks and the retail industry, to create the biggest maker of cash machines and security systems with more than $5 billion in sales.

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. Including net debt, this transaction values Wincor Nixdorf at approximately $1.8 billion, or €1.7 billion.

The combination of both companies will have a market share of about 35%, ahead of NCR Corp. with an estimated 25%, according to Kepler Cheuvreux.

The transaction expected to yield approximately $160 million of annual cost synergies, and 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.

"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 CEO in the press release. "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."

Wincor Nixdorf is one of the three leading suppliers worldwide and number one in Europe in programmable ePOS systems, as measured by dispatch volumes. Even while being the largest ATM maker in Europe, the company has a negative financial performance. The latest nine-month interim report on financial performance of Wincor Nixdorf as of October 1st, 2015, demonstrated that the company experiences losses on its main accounts.

Being one of the leading ATM makers and payment solutions providers in the market, Diebold’s revenue in the last fiscal year indicated that growth in the revenue share came from services (54%) vs. product sales (46%). Contrary to the negative financial results of Wincor Nixdorf, Diebold ended 2014 with almost $1B in profit.

About Diebold:

Diebold, Incorporated (NYSE: DBD) provides the technology, software and services that connect people around the world with their money – bridging the physical and digital worlds of cash conveniently, securely and efficiently. Since its founding in 1859, Diebold has evolved to become a leading provider of exceptional self-service innovation, security and services to financial, commercial, retail and other markets.

Diebold has approximately 16,000 employees worldwide and is headquartered near Canton, Ohio, USA.

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