NORTH CANTON, Ohio and
PADERBORN, Germany, Feb. 14, 2017 /PRNewswire/ -- Diebold
Nixdorf, Incorporated (NYSE and FSE: DBD), today announced that the
Domination and Profit and Loss Transfer Agreement (DPLTA) between
its wholly-owned subsidiary, Diebold Holding Germany Inc. & Co.
KGaA (Diebold KGaA), and Diebold Nixdorf AG, became effective by
entry in the commercial register at the local court of Paderborn
(Germany) on Feb. 14, 2017. The shareholders of Diebold
Nixdorf AG approved the conclusion of the DPLTA during an
extraordinary general meeting on Sept. 26,
2016.
The effectiveness of the DPLTA enables Diebold Nixdorf, Incorporated to further
integrate Diebold Nixdorf AG under German law, including the
ability to issue binding operational instructions to the management
board of Diebold Nixdorf AG. In the United Kingdom, the Diebold and Wincor Nixdorf
brands and operations will remain distinct pending completion of
the Competition and Markets Authority's review of the transaction.
Diebold Nixdorf AG has been consolidated from a financial reporting
standpoint since closing of the public tender offer on Aug. 15, 2016.
On basis of the DPLTA, Diebold KGaA offers to minority
shareholders of Diebold Nixdorf AG to acquire their shares for
€55.02 ("Exit Compensation") per share ("Settlement Offer") or to
receive an annual recurring compensation in an amount of €3.13
(€2.82 net under the current taxation regime). Diebold KGaA
appointed Deutsche Bank AG, Frankfurt am Main, Germany, as the settlement agent for the
technical processing of the payment of the Exit Compensation.
Detailed instructions on the tender and settlement process will be
published as part of the Settlement Offer notification in the
coming days in the German Federal Gazette (www.Bundesanzeiger.de),
on Diebold Nixdorf's website at
www.DieboldNixdorf.com and as an exhibit to a Current Report on
Form 8-K of Diebold Nixdorf,
Incorporated to be filed with the U.S. Securities and Exchange
Commission following publication in the German Federal Gazette. In
addition, minority shareholders of Diebold Nixdorf AG can obtain
more information about technical processing of the Settlement Offer
by contacting their custodian bank.
About Diebold Nixdorf
Diebold Nixdorf is a world leader
in enabling connected commerce for millions of consumers each day
across the financial and retail industries. Its software-defined
solutions bridge the physical and digital worlds of cash and
consumer transactions conveniently, securely and efficiently. As an
innovation partner for nearly all of the world's top 100 financial
institutions and a majority of the top 25 global retailers,
Diebold Nixdorf delivers
unparalleled services and technology that are essential to evolve
in an 'always on' and changing consumer landscape.
Diebold Nixdorf has a presence in
more than 130 countries with approximately 25,000 employees
worldwide. The organization maintains corporate offices in
North Canton, Ohio, USA and
Paderborn, Germany. Shares are
traded on the New York and
Frankfurt Stock Exchanges under the symbol 'DBD'. Visit
www.DieboldNixdorf.com for more information.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
The description of the DPLTA and the Settlement Offer in this
press release is qualified in its entirety by the DPLTA, an English
translation of which has been filed by Diebold Nixdorf, Incorporated with the U.S.
Securities and Exchange Commission. This press release does not
constitute an offer or an invitation by Diebold Nixdorf, Incorporated or any of its
subsidiaries to participate in the Settlement Offer in any
jurisdiction where it is unlawful to make such an offer or
solicitation in such jurisdiction.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain statements, including those regarding the integration of
Diebold Nixdorf AG and the Settlement Offer, 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. Such forward-looking statements are based on the
current expectations of Diebold
Nixdorf, Incorporated and involve risks and uncertainties;
consequently, actual results may differ materially from those
expressed or implied in the statements. Factors that could cause
actual results to differ, possibly materially, from those in the
forward-looking statements are discussed throughout Diebold Nixdorf, Incorporated's periodic filings
with the U.S. Securities and Exchange Commission available at
www.sec.gov. Any forward looking statements speak only as at the
date of this document. Except as required by applicable law,
Diebold Nixdorf, Incorporated
undertakes no obligation to update or revise publicly any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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SOURCE Diebold Nixdorf