NORTH CANTON, Ohio,
Nov. 7, 2018 /PRNewswire/ --
- Diebold Nixdorf, Inc., launched
the formal process to acquire the remaining outstanding shares in
Diebold Nixdorf AG through a merger squeeze-out
- Final, important milestone in the acquisition of Wincor
Nixdorf
- 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 $20 million per year
- Approximately $13 million of
these expenditures have already been reduced as a result of
minority shares tendered to date this year
Diebold Nixdorf (NYSE: DBD) today
launched the formal process to merge the company's German
subsidiary, Diebold Nixdorf AG, with and into Diebold Nixdorf
Holding Germany Inc. & 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, utilizing
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.
"As previously announced, we are taking decisive steps to reduce
cost and complexity in our business," said Gerrard Schmid, Diebold
Nixdorf president and chief executive officer. "This step
represents an important and final milestone in the acquisition of
Wincor Nixdorf and further simplifies the structure of our company,
eliminating annual cash expenditures which previously totaled more
than $20 million per year. At
least $13 million of these cash
expenditure reductions have been realized in 2018 based on minority
shares tendered to date this year."
Diebold KGaA currently owns approximately 28 million shares in
Diebold Nixdorf AG corresponding to 94 percent of the share capital
of Diebold Nixdorf AG (excluding treasury shares).
About Diebold Nixdorf
Diebold Nixdorf, Incorporated
(NYSE:DBD) 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. The company has a presence in more than 130 countries
with approximately 23,000 employees worldwide. Visit
www.DieboldNixdorf.com for more information.
Forward-looking statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding anticipated revenue, net
income and adjusted EBITDA. Statements can generally be identified
as forward looking because they include words such as "believes,"
"anticipates," "expects," "could," "should" or words of similar
meaning. Statements that describe the company's future plans,
objectives or goals are also forward looking statements.
Forward-looking statements are subject to assumptions, risks and
uncertainties that may cause actual results to differ materially
from those contemplated by such forward-looking statements. The
factors that may affect the company's results include, among
others: the ultimate impact of the domination and profit and loss
transfer agreement with Diebold Nixdorf AG ("DPLTA") and the
outcome of the appraisal proceedings initiated in connection with
the implementation of the DPLTA; the ultimate outcome and results
of integrating the operations of the company and Diebold Nixdorf
AG; the ultimate outcome of the company's pricing, operating and
tax strategies applied to Diebold Nixdorf AG and the ultimate
ability to realize cost reductions and synergies; the company's
ability to successfully operate its strategic alliances in
China; the changes in political,
economic or other factors such as currency exchange rates,
inflation rates, recessionary or expansive trends, taxes and
regulations and laws affecting the worldwide business in each of
the company's operations, including the impact of the Tax Act; the
company's reliance on suppliers and any potential disruption to the
company's global supply chain; the impact of market and economic
conditions on the financial services and retail industries; the
capacity of the company's technology to keep pace with a rapidly
evolving marketplace; pricing and other actions by competitors; the
effect of legislative and regulatory actions in the United States and internationally; the
company's ability to comply with government regulations; the impact
of a security breach or operational failure on the company's
business; the company's ability to successfully integrate
acquisitions into its operations; the impact of the company's
strategic initiatives, including DN Now; the company's success in
divesting, reorganizing or exiting non-core businesses; the
company's ability to comply with the covenants contained in the
agreements governing its debt; and other factors included in the
company's filings with the SEC, including its Annual Report on Form
10-K for the year ended December 31,
2017 and in other documents that the company files with the
SEC. You should consider these factors carefully in evaluating
forward-looking statements and are cautioned not to place undue
reliance on such statements. The company assumes no
obligation to update any forward-looking statements, which speak
only to the date of this release.
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SOURCE Diebold Nixdorf