ATM giant Diebold agreed to purchase competitor Wincor Nixdorf in a $1.8 billion deal, the companies announced today.
The North Canton, Ohio-based Diebold said it would offer shareholders of Wincor Nixdorf, which is based in Paderborn, Germany, €38.98 in cash plus 0.434 Diebold common shares for each share of the company. The price represents a 35% premium over Wincor Nixdorf's closing share price on Oct. 16, 2015, which was the day before the companies confirmed they were in merger discussions.
“The combined company will build upon the two companies' shared vision that services and software drive the consumer experience and enable customers to differentiate themselves in an evolving industry,” the companies said in a statement. “The combined company will pursue a growing total addressable market of approximately $60 billion, according to independent market estimates and Diebold internal analysis.”
The combined entity will be called Diebold Nixdorf, the companies said. Diebold's president/CEO, Andy Mattes, will be CEO of the combined company; Wincor's president/CEO, Eckard Heidloff, will be president. The new entity's shares will trade on the New York and Frankfurt stock exchanges, according to the statement.
Excluding Diebold's North America electronic security business, which the company recently agreed to divest, the combination would create a massive entity that would have brought in $5.2 billion in revenue for the 12 months ending Sept. 30, 2015.
The deal comes at a time when both companies have been working on turnarounds.
Diebold has been pursuing a $200 million cost-cutting plan since 2013 and said in an investor presentation that year that it was en route to becoming a services-based company enabled by software. In 2014, it reported about $3 billion in revenue and $114.4 million of net income. The company currently employs 16,000 people.
Wincor Nixdorf, which recently issued a preliminary report of about $2.4 billion in revenue for its 2014/2015 fiscal year, announced back in April it would scale back on its hardware business and focus on software and cashless payments, among other things. That plan involved shedding 1,100 employees, or 12% of its workforce, over the next three years, it said at the time.
Monday's announcement noted that Wincor's transformation program will still proceed as planned.
“The parties have agreed that there will be no material workforce reductions in Germany beyond this existing program as a result of the transaction,” it added.
Diebold said it does expect to create $160 million of cost savings in the deal and hopes to see non-GAAP operating margins of at least 9% within three years of closing the deal. The companies said Diebold Nixdorf would have headquarters in Ohio and Germany.
“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,” Mattes said. “This combination was made possible through the successes we have had and continue to create in the Diebold 2.0 transformation plan.”
Diebold said it intends to conduct a public tender offer for Wincor Nixdorf's shares in the first quarter of 2016. The offer is still subject to regulatory approval and a minimum acceptance threshold of 67.6% of all existing Wincor Nixdorf ordinary shares or about 75% of all current outstanding shares, according to the announcement.
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