Diebold to enter into a domination and profit-and-loss transfer agreement with Wincor Nixdorf
Diebold Holding Germany Inc. & Co. KGaA currently holds 22,876,760 Wincor Nixdorf shares, corresponding to a total stake of 76.7 percent of all outstanding shares in Wincor Nixdorf AG.
Public disclosure of an inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation – MAR)
Following the consummation of the tender offer by Diebold, Incorporated, North Canton, Ohio, USA, to the shareholders of Wincor Nixdorf Aktiengesellschaft the management board and supervisory board of Wincor Nixdorf Nixdorf Aktiengesellschaft each passed the resolution today to submit a proposal to the extraordinary general meeting scheduled to be held on 26 September 2016 to approve the conclusion of a domination and profit and loss transfer agreement between Wincor Nixdorf Aktiengesellschaft as dominating entity and Diebold Holding Germany Inc. & Co. KGaA, Eschborn, a 100% subsidiary of Diebold, Incorporated, as dominating entity. The domination and profit and loss transfer agreement will permit the companies to implement the intended measures for the integration of the business operations of Wincor Nixdorf Aktiengesellschaft and Diebold, Incorporated.
The draft of the domination and profit and loss transfer agreement provides that Diebold Holding Germany Inc. & Co. KGaA will grant each outside shareholder of Wincor Nixdorf Aktiengesellschaft an annual recurring compensation payment according to Section 304 of the German Stock Corporation Act (Aktiengesetz) in a gross amount of EUR 3.17 (net: EUR 2.85) for each share of Wincor Nixdorf Aktiengesellschaft and that it will acquire, upon request of any outside shareholder, shares in Wincor Nixdorf Aktiengesellschaft against a reasonable exit compensation according to Section 305 of the German Stock Corporation Act (Aktiengesetz) of EUR 53.34 per share of Wincor Nixdorf Aktiengesellschaft.
Due to potential changes in the base interest rate until the relevant valuation date, the date of extraordinary general meeting on 26 September 2016, the amount of the recurring compensation and of the exit compensation may vary.
In the event of a decrease in the base interest rate before personal taxes from currently 0.7 % to 0.6 % the recurring compensation would be reduced to a gross amount of EUR 3.15 (net: EUR 2.83) and the amount of exit compensation would increase to EUR 54.17. A further decrease in the base interest rate before personal taxes to 0.5 % would reduce the recurring compensation to a gross amount of EUR 3.13 (net: EUR 2.82) and would increase the amount of exit compensation to EUR 55.02. In the event of an increase in the base interest rate before personal taxes to 0.8 % the recurring compensation would increase to a gross amount of EUR 3.18 (net: EUR 2.87) and the exit compensation would be reduced to an amount of EUR 52.54.
The draft domination and profit and loss transfer agreement, the expert opinion regarding the enterprise value of Wincor Nixdorf Aktiengesellschaft, the joint contract report of Wincor Nixdorf Aktiengesellschaft and Diebold Holding Germany Inc. & Co. KGaA as well as the audit report of ADKL AG Wirtschaftsprüfungsgesellschaft, the court appointed auditor, will be disclosed to the shareholders of Wincor Nixdorf Aktiengesellschaft in connection with the convocation of the extraordinary general meeting in accordance with applicable laws.
