Diebold to release 2016 3Q financial results on November 15

NORTH CANTON, Ohio, 2016-Oct-23 — /EPR Retail News/ — Diebold (NYSE:DBD) will release 2016 third quarter financial results Tuesday, November 15 before trading begins on the New York Stock Exchange.  Andy W. Mattes, chief executive officer, and Christopher A. Chapman, senior vice president and chief financial officer, will discuss the results during a conference call scheduled to begin at 8:30 a.m. ET.

Information about Diebold’s financial results, including a complete, full-text press release, supplementary financial data and an earnings overview presentation, will be accessible by visiting the Investor Relations section of Diebold’s website located at http://www.dieboldnixdorf.com/earnings on November 15.  Live access to the conference call, as well as the replay, will also be available on this website. The conference call will last approximately one hour. Participants should plan to dial in 10 minutes prior to the session.  Details on the call are as follows:

Dial-in number Passcode Time/Date
Conference Call US/Canada: 888-401-4668 4834789 8:30 a.m. ET, Nov 15, 2016
International: 719-457-2647

For more information, please visit http://www.dieboldnixdorf.com/en-us/dieboldwincor.

Media Relations:
Mike Jacobsen
APR
+1 330 490 3796
michael.jacobsen@dieboldnixdorf.com

Investor Relations:
Steve Virostek
+1-330-490-6319
stephen.virostek@dieboldnixdorf.com

SOURCE: Diebold

Wincor Nixdorf approves change of company name and domination and profit and loss transfer agreement with Diebold

Paderborn, Germany, 2016-Sep-28 — /EPR Retail News/ — At the Extraordinary General Meeting (EGM) held in Paderborn on September 26, 2016, the shareholders of Wincor Nixdorf AG approved, with the requisite majorities, the conclusion of a domination and profit and loss transfer agreement with Diebold Holding Germany Inc. & Co. KG, the change of the company name to Diebold Nixdorf Aktiengesellschaft, and all other items on the agenda. The cash compensation under the terms of the approved domination and profit and loss transfer agreement amounts to €55.02 per Wincor Nixdorf AG share. The fixed recurring payment is €3.13 gross and €2.82 net per Wincor Nixdorf AG share.

The EGM was attended by 100 people in total. Overall, 24,722,805 shares constituting 74.876 percent of the company’s entire issued share capital (corresponding to around 83 percent of the share capital with voting rights) were represented at the meeting for the purpose of passing the aforementioned resolutions. This also included majority shareholder Diebold with a total of 22,876,760 shares, which corresponds to around 76.7 percent of the share capital furnished with voting rights. The outcome of voting with regard to the various items on the agenda can be accessed on the corporate website of Wincor Nixdorf (Investor Relations>General Meeting).

In addition, the company announced changes to the Supervisory Board as regards its shareholder representatives: Effective from the end of September 30, 2016, Ms. Zvezdana Seeger, Prof. Dr. Achim Bachem, and Mr. Hans-Ulrich Holdenried will step down from the Supervisory Board of Wincor Nixdorf. Mr. Andreas Mattes, Chief Executive Officer at Diebold, Mr. Christopher Chapman, Chief Financial Officer at Diebold, and Ms Elisabeth Radigan, Chief Ethics & Compliance Officer at Diebold, were appointed to the Supervisory Board as new shareholder representatives effective from October 1, 2016.

Contact:
Phone: +49 5251 / 693 30
E-Mail: info@wincor-nixdorf.com

Source: Wincor Nixdorf

Diebold acquisition of Wincor Nixdorf AG finalized

NORTH CANTON, 2016-Aug-16 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) today (15 August 2016) announced that it has successfully completed the acquisition of Wincor Nixdorf AG through its voluntary takeover offer for all the company’s ordinary shares.  The combined organization will begin operating as Diebold Nixdorf on Tuesday, Aug. 16.

Offer consideration and other transaction details

Under the terms of the takeover offer, Wincor Nixdorf shareholders received €38.98 in cash plus 0.434 Diebold common shares in exchange for each Wincor Nixdorf share. The total offer consideration consists of approximately €891.7 million in cash and 9,928,514 newly issued Diebold common shares. To the extent that Wincor Nixdorf shareholders are entitled to fractional shares, those fractional entitlements will be aggregated and sold in the market and the proceeds of such sale distributed pro rata no later than Aug. 29, 2016.

The Diebold common shares issued to Wincor Nixdorf shareholders commenced trading on the NYSEunder the symbol DBD, and all Diebold common shares commenced trading on the Frankfurt Stock Exchange under ISIN US2536511031 (symbol DBD).

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.

Financing, synergy targets and capital allocation plans

The cash portion of the offer consideration is being financed with funds available under Diebold, Incorporated’s existing credit agreement and net proceeds from the issuance and sale of its senior notes due 2024.  Diebold Nixdorf expects to report pro forma net debt/EBITDAi of less than 4x as of September 30, 2016. The combined organization plans to deliver approximately $160 million of annual cost synergies and is targeting a non-GAAP operating margin in excess of 9 percent by the end of the third full year following the closing of the takeover offer. The realization of these synergies and Diebold Nixdorf’s focus on deleveraging its balance sheet is expected to result in net debt/EBITDA below 3x by the end of the third full year. The combined company currently intends to pay a dividend per share at a rate of approximately one-third of Diebold’s current annual cash dividend per share, subject to market and other conditions, expected to be paid on a quarterly basis. Paying regular dividends remains a part of Diebold Nixdorf’s philosophy of returning value to shareholders.

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 15,000 employees worldwide and is headquartered near Canton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

Cautionary Statement About Forward-Looking Statements
Certain statements 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 including, without limitation, the business combination with Wincor Nixdorf. Such forward-looking statements are based on the current expectations of Diebold and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Such forward-looking statements may include statements about the acquisition of Wincor Nixdorf, the effects of the acquisition on the businesses and financial conditions of Diebold or Wincor Nixdorf, including synergies, pro forma revenue, targeted operating margin, net debt to EBITDA ratios, accretion to earnings and other financial or operating measures.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which the combined company operates may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, risks and uncertainties related to the acquisition include, but are not limited to, the ability to successfully integrate the businesses of Diebold and Wincor Nixdorf, the timing, receipt and terms and conditions of any governmental and regulatory approvals that could reduce anticipated benefits or cause the parties to abandon the business combination, risks associated with the impact of the business combination agreement, the contemplated domination and profit and loss transfer agreement and any related litigation may have on the business and operations of the combined company, risks related to disruption of management time from ongoing business operations due to the acquisition, and the risk that the acquisition could have an adverse effect on the ability of the combined company to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally.

These risks, as well as other risks are more fully discussed in Diebold’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Any forward?looking statements speak only as at the date of this document. Except as required by applicable law, neither Diebold nor Wincor Nixdorf undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

i Expected pro forma net debt/EBITDA includes contributions from both Diebold, Incorporated and Wincor Nixdorf as if both companies were operating as a single entity for the 12 months ending September 30, 2016.  Net debt is defined as long-term debt plus short-term debt minus cash and cash equivalents.  Diebold’s management believes that given the significant cash, cash equivalents and other investments on its balance sheet that net cash against outstanding debt is a meaningful net debt calculation.

Diebold defines EBITDA as net (loss) income excluding income tax (benefit) expense, net interest, and depreciation and amortization expense. Diebold defines Adjusted EBITDA as EBITDA before the effect of the following items: income from discontinued operations, net of tax, share-based compensation, foreign exchange loss, net, other (expense) income miscellaneous, net, restructuring expense, and non-routine expenses, net. These are non-GAAP financial measurements used by management to enhance the understanding of our operating results. EBITDA and Adjusted EBITDA are key measures Diebold uses to evaluate our operational performance. Diebold provides EBITDA and Adjusted EBITDA because it believes that investors and securities analysts will find EBITDA and Adjusted EBITDA to be useful measures for evaluating Diebold’s operating performance and comparing its operating performance with that of similar companies that have different capital structures and for evaluating Diebold’s ability to meet its future debt service, capital expenditures, and working capital requirements. However, EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from operating activities as a measure of liquidity in accordance with GAAP.

Contacts:

Media Relations:
Mike Jacobsen
APR
+1 330 490-3796
michael.jacobsen@diebold.com

Investor Relations:
Steve Virostek
+1 330 490-6319
stephen.virostek@diebold.com

SOURCE: Diebold, Incorporated

Diebold announces the appointment of Octavio Marquez as SVP and managing director, North America and Latin America

NORTH CANTON, Ohio, 2016-Aug-10 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) today announced that Octavio Marquez has been appointed senior vice president and managing director of the company’s business in the Americas.  In this new role, Marquez will lead the company’s North America and Latin America operations to drive further growth and take advantage of the growing presence of global and multinational banks across both regions.  Thomas Signorello, Diebold senior vice president and managing director, North America, is leaving the company to pursue a new career opportunity.

“Since joining Diebold in 2014, Octavio has done a tremendous job in transforming ourLatin America operation, driving service revenue growth in the region and effectively integrating our Brazil business to create a more efficient, cohesive organization,” saidAndy W. Mattes, Diebold president and chief executive officer. “Financial institutions across the Americas are driving much of the growth in branch transformation and digital touch points, which are highly dependent on software and services. Octavio’s proven track record in cultivating customer relationships and establishing and growing software and services businesses will be invaluable across the region.”

Throughout his career at several technology companies, Marquez has delivered results – demonstrating the ability to launch and sustain growth, deliver operational improvements and solidify his organization’s market position across international territories. Prior to joining Diebold, Marquez spent most of his career leading multi-country organizations atEMC and HP where he led sales, services, outsourcing, marketing and manufacturing. A native of Mexico City, Marquez earned a bachelor’s degree in business and finance from the Universidad Iberoamericana, in Mexico City.

Photo available at http://news.diebold.com/photos/leadership

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 15,000 employees worldwide and is headquartered nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

Contact:
Media Relations:
Mike Jacobsen
+1-330-490-3796
michael.jacobsen@diebold.com

Investor Relations:
Steve Virostek
+1-330-490-6319
stephen.virostek@diebold.com

SOURCE: Diebold, Incorporated

Diebold will release 2016 Q2 financial results on Thursday, July 28

NORTH CANTON,Ohio, 2016-Jul-23 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) will release 2016 second quarter financial results Thursday, July 28 before trading begins on the New York Stock Exchange.  Andy W. Mattes, Diebold president and chief executive officer, and Christopher A. Chapman, senior vice president and chief financial officer, will discuss the results during a conference call scheduled to begin at 8:30 a.m. ET.

Information about Diebold’s financial results, including a complete, full-text press release, supplementary financial data and an earnings overview presentation, will be accessible by visiting the Investor Relations section of Diebold’s website located at http://www.diebold.com/earnings on July 28.  Live access to the conference call, as well as the replay, will also be available on this website. The conference call will last approximately one hour. Participants should plan to dial in 10 minutes prior to the session.  Details on the call are as follows:

Dial-in number Passcode Time/Date
Conference Call US/Canada: 888-572-7034 5264134 8:30 a.m. ET, July 28, 2016
International: 719-457-2628

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 15,000 employees worldwide and is headquartered near Canton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

Media contact:
Mike Jacobsen
APR
+1 330 490 3796
michael.jacobsen@diebold.com

Investor contact:
Steve Virostek
+1 330 490 6319
stephen.virostek@diebold.com

SOURCE: Diebold, Incorporated

Diebold declares third quarter cash dividend of 28.75 cents per share on all common shares

NORTH CANTON, Ohio, 2016-Jul-20 — /EPR Retail News/ — The board of directors of Diebold, Incorporated (NYSE: DBD) today declared a third quarter cash dividend of 28.75 cents per share on all common shares. The dividend is payable on Wednesday, Aug. 3 to shareholders of record at the close of business on Wednesday, July 27.

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 15,000 employees worldwide and is headquartered nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

Contacts:
Media Relations:
Mike Jacobsen
APR
+1 330 490 3796
michael.jacobsen@diebold.com

Investor Relations
Steve Virostek
+1 330 490 6319
stephen.virostek@diebold.com

SOURCE: Diebold, Incorporated

Diebold, Al Rajhi Bank with Best Technological Innovation Award at 2016 Cards and Payments Conference and Exhibition

Diebold software enables customized services to enhance consumer experience

DUBAI, United Arab Emirates, 2016-Jun-14 — /EPR Retail News/ — Diebold, Incorporated(NYSE: DBD) and Al Rajhi Bank have received the Best Technological Innovation Award at the 2016 Cards and Payments Conference and Exhibition. This award recognizes the most innovative technological contribution to a card or mobile payment launch that has helped deliver a unique product or service to the market. The co-developed self-service terminals, powered by Diebold’s dynamic software platform, enable online banking, statement printing and biometric authentication, as well as the issuance of new checkbooks and debit cards. The terminals will continue to be implemented across Al Rajhi’s branches in Saudi Arabia through 2017.

“It was a great experience to work with Diebold to design and manufacture a customized solution to create a truly differentiated customer experience,” said Adel Al-Rajhi, senior director of direct banking, Al Rajhi Bank. “The feedback we have received from our customers proves that we have introduced a truly unique solution to the market. Our customers value the convenience the self-service terminals provide, as they are able to receive a multitude of services on the spot in just a few moments.”

The custom solution was co-developed in Diebold’s Europe, Middle East and Africa(EMEA) Center of Innovation, which provides customers with the opportunity to explore innovative technology solutions, collaborate with industry experts and experience new solutions. Alhamrani Universal, Diebold’s local partner, is assisting in the implementation of the custom units across Al Rajhi’s network. A replica of the Al Rajhi Bank custom solution is available for viewing at Diebold’s Dubai Solution Centre in the United Arab Emirates.

“This award highlights Diebold’s dedication to collaborative innovation, meeting our customers’ business objectives and elevating the consumer experience,” said Bassem Bouzid, Diebold senior vice president and managing director, Europe, Middle East andAfrica. “We have multiple centers of innovation around the globe that enable us to work directly with our customers to create custom hardware and software solutions that meet specific market and business needs. This approach to customer service is what truly makes us unique in the market.”

About Al Rajhi Bank
Founded in 1957, Al Rajhi Bank is a leading International banking group with total assets of SR 307 billion (US$ 80 billion), a paid up capital of SR 16.25 billion (US$ 4.33 billion), employing more than 9,600 associates. With over 58 years of experience in banking and trading activities, the various individual establishments under the Al Rajhi name were merged into the umbrella ‘Al Rajhi trading and exchange corporation’ in 1978 and it was in 1988 that the bank was also established as a Saudi share holding company. With an established base in Riyadh, Saudi Arabia, Al Rajhi Bank has a vast network of over 600 branches, more than 4,100 ATM’s, and 4,600 POS units installed with merchants and the largest customer base of any bank in the Kingdom.

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 15,000 employees worldwide and is headquartered nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

SOURCE Diebold, Incorporated

Media Relations: Renee Murphy, +1-330-490-5825, renee.murphy@diebold.com; Investor Relations: Steve Virostek, +1-330-490-6319, stephen.virostek@diebold.com

###

Diebold, Al Rajhi Bank with Best Technological Innovation Award at 2016 Cards and Payments Conference and Exhibition

Diebold, Al Rajhi Bank with Best Technological Innovation Award at 2016 Cards and Payments Conference and Exhibition

Diebold to present its mobile-driven ATM concept and Cryptera’s CryptoTouch™ solution at Money 20/20 Europe, April 4-7, in Copenhagen, Denmark

COPENHAGEN, Denmark, 2016-Apr-05 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) is showcasing one of its newest mobile-driven banking concepts, along with an industry-leading security application from Cryptera, at Money 20/20 Europe. Diebold’s mobile-driven ATM concept and Cryptera’s CryptoTouch™ solution will be featured at Money 20/20 Europe (hall C3, booth #F18), April 4-7, in Copenhagen, Denmark. Following the show, the concept will be on display at the Diebold Europe, Middle East and Africa(EMEA) Center of Innovation in Belgium.

To deliver on consumers expectations for mobile-enabled services, Diebold’s mobile-driven ATM concept dispenses and recycles cash with no screen, card reader or PIN-pad required– using the consumers’ mobile device as the primary interface. With an estimated five trillion dollars in currency circulating the globe, the concept was designed to challenge present-day self-service experiences to provide faster, more convenient consumer access to cash. Driven by a mobile-enabled design philosophy, the concept features:

  • Bring your own device (BYOD) access: The card reader, PIN-pad and physical screen are completely eliminated. Instead, transactions are scheduled by using the bank’s mobile app on the consumer’s smartphone.
  • Consumer-recognition technology: Consumers are delivered instant access to cash through contactless, mobile-banking methods such as quick response (QR) codes, near field communication (NFC) and iris-scan biometric technology.
  • Increased speed and security: By quickly authenticating transactions directly from the consumer’s smartphone, security is increased and card fraud is mitigated. Cash withdrawals can be completed in less than ten seconds.
  • Small footprint: Compared to other standard through-the-wall automated teller machines (ATMs) in the market, this terminal’s depth is reduced by as much as 32%, and on the consumer-facing side, it is up to 37% narrower.

Also featured in Diebold’s booth is Cryptera’s CryptoTouch™ application, which encrypts PIN entries made on touchscreen interfaces. Acquired by Diebold in 2014, Cryptera is a world-leading provider of secure payment solutions — particularly in the field of encrypting PIN-pad (EPP) technology. As more devices are moving to touchscreen, the payment card industry (PCI)-compliant solution delivers more secure consumer interactions on ATMs, point of sale (POS) devices and unattended payment terminals by moving traditional PIN entry from a mechanical keypad to a touchscreen.

“Diebold continues to shape the future of the mobile banking landscape by bridging the physical and digital worlds of cash in unprecedented ways,” said Bassem Bouzid, senior vice president and managing director, EMEA. “Further expansion into Europe, the Middle East and Africa remains a top priority for us. We are focused on bringing the industry’s most innovative self-service offerings to the market that truly enable our customers to transform the banking experience for consumers.”

About Cryptera
Cryptera is based in Copenhagen, Denmark, and is a world-leading provider of secure payment solutions and supplies to some of the largest global manufacturers of ATMs and petrol pumps. With more than 1,500,000 payment solutions in use across the globe, Cryptera has proven and tested international experience within the global payment industry and has more than 30 years’ experience in providing high-security payment solutions worldwide. For more information, visit www.cryptera.com.

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 15,000 employees worldwide and is headquartered nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter:http://twitter.com/DieboldInc.

SOURCE Diebold, Incorporated

Media Relations, Renee Murphy, +1-330-490-5825, renee.murphy@diebold.com; Investor Relations, Steve Virostek, +1-330-490-6319, stephen.virostek@diebold.com

National Bank of Pakistan (NBP) to improve the consumer experience with advanced technology from Diebold

KARACHI, Pakistan, 2016-Jan-29 — /EPR Retail News/ — National Bank of Pakistan (NBP), one of the largest commercial banks in Pakistan, has selected Diebold, Incorporated (NYSE: DBD) to improve the consumer experience with advanced technology from Diebold’s latest ATM platform and maintenance services. The addition of 500 Diebold 5500 automated teller machines (ATMs) — with full maintenance services from Diebold’s local partner Touchpoint — will enable NBP to increase uptime and availability, reduce power consumption and drive greater consumer satisfaction. The decision comes in light of new regulations put forth by the State Bank of Pakistan, which requires all banks to reach a 1:1 ratio between ATMs and branches.

“It was our priority to select a partner able to provide our bank with the state-of-the art solutions needed to enhance NBP’s technology, improve the customer experience and, ultimately, offer better services to our customers across Pakistan,” said Tariq Jamali, senior executive vice president/group chief logistics and support group, NBP.

The 5500s, part of the recently announced Diebold Series ATM platform, deliver on consumers’ expectation for around-the-clock availability and on financial institutions’ need for lower cost of ownership, by providing higher uptime and up to 60 percent reduction in power consumption. In addition, the 5500s are equipped with strong security features against physical and logical attacks and provide a differentiated consumer experience through a modern visual appeal and advanced capabilities such as biometric authentication.

“We are pleased to have been selected to help support NBP’s business objectives and offer our comprehensive solution portfolio to drive efficiencies across its organization,” said Bassem Bouzid, Diebold senior vice president and managing director, Europe, Middle East and Africa. “Our expanded partnership with NBP is another demonstration of Diebold’s commitment to succeeding in emerging markets and this important region. Diebold is dedicated to providing innovative solutions best suited to every customer’s unique needs.”

About National Bank of Pakistan
National Bank of Pakistan is one of the largest commercial bank operating in Pakistan. It has redefined its role and has moved from a public sector organization into a modern commercial bank. The Bank’s services are available to individuals, corporate entities and government. While it continues to act as trustee of public funds and as the agent to the State Bank of Pakistan (in places where SBP does not have presence). It has diversified its business portfolio and is today a major lead player in the debt equity market, corporate investment banking, retail and consumer banking, agricultural financing, treasury services and is showing growing interest in promoting and developing the country’s small and medium enterprises and at the same time fulfilling its social responsibilities, as a corporate citizen.

National Bank of Pakistan has built an extensive branch network of 1400+ branches in Pakistan and operates in major business centre abroad. The Bank has representative offices in Beijing, Tashkent, Chicago and Toronto. It has agency arrangements with more than 3000 correspondent banks worldwide.

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. Visit Diebold at www.diebold.com or on Twitter:http://twitter.com/DieboldInc.

CONTACT(S):

RENEE MURPHY

Media Relations
Email: renee.murphy@diebold.com
Phone: 330-490-5825

STEVE VIROSTEK

Investor Relations
Email: stephen.virostek@diebold.com
Phone: 330-490-6319

SOURCE: Diebold, Incorporated

Banking services provider in Poland ITCard S.A. partners with Diebold to deploy multivendor software on its growing Planet Cash ATM network

New technology expands deposit automation, increases security through biometrics across Poland’s second-largest ATM fleet

WARSAW, Poland, 2015-12-21 — /EPR Retail News/ — ITCard S.A., one of the leading providers of banking services in Poland, is partnering with Diebold, Incorporated (NYSE: DBD) to expand its reach and deploy innovative technology on its growing Planet Cash automated teller machine (ATM) network. Diebold is providing multivendor software for nearly 1,000 of its ATMs in the Planet Cash network and delivering break-fix and preventive maintenance services on all Diebold ATMs.

“As we continue to expand our fleet, we’re extending greater convenience and security to our customers,” said Jaroslaw Chrzanowski, chief executive officer, ITCard. “Leveraging Diebold’s best-in-class software and services allows us to give our customers the ability to make more secure and convenient transactions at the ATM and quickly incorporate additional features into the fleet that are under consideration for the future.”

ITCard is purchasing additional ATMs to enhance the consumer experience for its extensive ATM network. To heighten consumer security, biometric finger vein readers will be integrated into all Diebold ATMs.

“This is another demonstration of Diebold’s innovation capabilities. We are pleased to offer our comprehensive suite of software and world-class services to support this expansion and deliver a personalized and secure experience for ITCard’s customers,” said Bassem Bouzid, Diebold senior vice president and managing director, Europe, Middle Eastand Africa.

Diebold’s flexible software platform allows for the quick and seamless integration of new technology which enables ITCard to consider the implementation of Diebold’s cash recycling capabilities and near field communication (NFC) solutions in the future.

About ITCard S.A.
ITCARD provides services via more than 4,000 ATMs, 18,000 POS devices and 0,9 million payment cards and 1,6 million 3D secure cards in Poland. ITCARD cooperates with VISA and MasterCard in several areas, including card issuing and acceptance, ATMs and cash-in machines, recyclers, EFT POS, and customer helpdesk services on behalf of several banks. ITCARD is the sole owner of the Planet Cash ISO ATM network, Planet Pay ISO EFT POS network and Planet Plus Internet Shopping Mall.

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 nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter:http://twitter.com/DieboldInc.

SOURCE Diebold, Incorporated

Media Relations – Renee Murphy, +1-330-490-5825, renee.murphy@diebold.com; Investor Relations – Steve Virostek, +1-330-490-6319, stephen.virostek@diebold.com

Diebold to provide ATMs And Kiosks to Chinese market in partnership with leading IT company in China

Inspur will also acquire minority stake in Diebold’s services-focused joint venture in China

NORTH CANTON, Ohio, 2015-12-21 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) today announced it is forming a new joint venture with a subsidiary of the Inspur Group, a Chinese cloud computing and data center company, to develop, manufacture and distribute financial self-service solutions in China.  Inspur will hold a majority stake of 51 percent in the new joint venture, which will be named Inspur Financial Information Systems, Ltd.  The joint venture will offer a complete range of self-service terminals within the Chinese market, including automated teller machines (ATMs). Also, Diebold will serve as the exclusive distributor outside of China for all products developed by the new joint venture, which will be sold under the Diebold brand.

In addition, to support Diebold’s services-led approach to the market, Inspur will acquire a minority share of Diebold’s current China joint venture.  Moving forward, this business will be focused on providing a whole suite of services including installation, maintenance, professional and managed services related to ATMs and other automated transaction solutions.

Inspur Group is an $8 billion Chinese multinational information technology provider headquartered in Jinan, Shandong, China, with more than 70 years in business.  The company specializes in IT hardware and software, and is a leading self-service kiosk manufacturer for major financial institutions in China.  Inspur’s clients and business partners also include LG, IBM, Cisco, Microsoft, VMware and Micron.

“Partnering with Inspur enhances our competitive position and deepens the relationship with our customers in China,” said Andy W. Mattes, Diebold president and chief executive officer.  “Inspur’s strong reputation as a leading China IT company with a global footprint allows our new joint venture to bring more innovative solutions to China’s financial institutions and strengthens Diebold’s go-to-market strategy in this important market.  We look forward to re-igniting growth in China and are excited to work with Inspur to sell a complete suite of self-service products and related services.”

“We are very happy to enter into this venture with Diebold, a well-respected global leader in financial self-service solutions, to continue growing our own presence in this market inChina,” said SUN Pishu, president and CEO of Inspur Group.  “Inspur is one of the fastest-growing self-service technology providers in China.  Combining both company’s technology, sales expertise and existing presence in China will be of great value, both to our clients and our respective businesses.”

Upon closing the agreement, Diebold will appoint a chairman of the new joint venture, while Inspur will appoint a chief executive officer for the business to lead day-to-day operations. The agreement is anticipated to be finalized in mid-2016, pending regulatory and other approvals, with plans to begin manufacturing and distribution activity immediately after regulatory approvals.

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 nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter:http://twitter.com/DieboldInc.

Forward-looking statements 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include those concerning the anticipated benefits of the joint venture with Inspur and growth in theChina market.  Statements can generally be identified as forward-looking because they include words such as “will,” “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 company’s ability to commence the joint venture with Inspur, including the timing and requirements of governmental and regulatory approvals, including Chinese foreign investment and anti-trust review; the success of the company’s joint venture with Inspur; the success of the company’s current joint venture as a complimentary service organization; the success of the proposed branding strategies; the impact of market and economic conditions on the financial services industry generally and in China specifically; the regulatory environment for the financial services industry generally and in China specifically; the capacity of the company’s technology to keep pace with a rapidly evolving marketplace globally and specifically in China; pricing and other actions by competitors; the impact of the company’s strategic initiatives; 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, 2014 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 as of the date of this press release.

SOURCE Diebold, Incorporated

Media Relations, Mike Jacobsen, APR, +1-330-490-3796, michael.jacobsen@diebold.com, Investor Relations, Steve Virostek, +1-330-490-6319, stephen.virostek@diebold.com

Diebold becomes exclusive provider of electronic security and monitoring services for footwear retailer Rack Room Shoes throughout US

New partnership delivers intrusion, fire, access and monitoring services for national footwear retailer

CHARLOTTE, N.C., 2015-12-16 — /EPR Retail News/ — A newly formed partnership with leading national footwear company Rack Room Shoes makes Diebold, Incorporated(NYSE: DBD) the exclusive provider of electronic security and monitoring services for the family footwear retailer throughout the United States. Founded in 1920, Rack Room Shoes operates over 500 stores in 34 states under the store brands Rack Room Shoes and Off Broadway Shoe Warehouse, with over 6,500 employees nationwide. Diebold’s electronic security business will deliver comprehensive security solutions including intrusion, fire, video and monitoring services as well as its industry-leading online customer portal, SecureStat®, for all Rack Room Shoes and Off Broadway Shoe Warehouse locations.

“Rack Room Shoes is known for providing its customers with outstanding products and service; therefore, it’s imperative that our security partner is a leading expert in the field with a focus on building a relationship that enhances our security and our success,” saidJohnny Turner, director, loss prevention, Rack Room Shoes. “We recognize Diebold to have the vision, knowledge and resources to be that partner, truly vested in Rack Room Shoes and our loss prevention strategies and results.”

In addition, the Diebold electronic security team is providing an enterprise video and access system for the company’s newly expanded corporate headquarters, in Charlotte, N.C.

“Diebold is proud to be the new security partner of Rack Room Shoes,” said Tony Byerly, executive vice president, electronic security, Diebold. “As a national retailer, Rack Room Shoes needs a security provider that focuses solely on the unique needs of business customers with the resources to deliver monitoring services and the necessary standardization of technology, solutions and processes across the United States. Diebold’s electronic security business is uniquely qualified to deliver on all accounts and we look forward to a long and successful security partnership with the Rack Room Shoes team.”

Diebold recently announced an agreement with Securitas AB to divest its electronic security business in North America. This contract will be transitioned to Securitas in connection with the pending sale.

About Rack Room Shoes
Headquartered in Charlotte, N.C., Rack Room Shoes is the family footwear retailer of choice. Known as an innovator in the shoe industry for more than 90 years, Rack Room Shoes offers a wide selection of Nationally recognized and private brands of great shoes for men, women and children in comfort, dress, casual and athletic categories. For more information, visit Rack Room Shoes’ website at www.rackroomshoes.com.

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 nearCanton, Ohio, USA. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

 

SOURCE Diebold, Incorporated

Media Relations, Renee Murphy, +1-330-490-5825, renee.murphy@diebold.com; Investor Relations, Steve Virostek, +1-330-490-6319, stephen.virostek@diebold.com

Diebold helps Friends of Flight 93 National Memorial educate future generations about Flight 93 and September 11, 2001

NORTH CANTON, Ohio, 2015-12-11 — /EPR Retail News/ — Diebold, Incorporated (NYSE: DBD) has donated $5,600 to The Friends of Flight 93 National Memorial. The donation was a result of a charitable feature integrated into Diebold’s tradeshow booth at the recent 2015 ASIS International Seminar & Exhibits. For each person that visited the booth, Diebold pledged to donate two dollars to The Friends of Flight 93 National Memorial, which is the official charitable partner of Flight 93 National Memorial.

“We thank Diebold so much for their very generous contribution. Through committed, strong partners like them, we continue our efforts to honor the 40 passengers and crew members of Flight 93 by connecting people to this special place; educating future generations about Flight 93 and September 11, 2001; and caring for this National Memorial,” said Henry C Scully, executive director, Friends of Flight 93 National Memorial.

The Friends of Flight 93 include family and friends of the passengers and crew of Flight 93, people nationwide who have been inspired by their acts of courage, and many residents of Western Pennsylvania who want to be part of the mission in a hands-on way. The organization focuses on awareness, education, volunteer support, preservation and stewardship.

“Diebold Security is extremely proud to contribute to The Friends of Flight 93 National Memorial,” said Tony Byerly, executive vice president, electronic security, Diebold. “We are honored to bring more awareness to Flight 93 National Memorial and assist in the endeavor to educate future generations about the Flight 93 story, maintain the highest standards of care for the memorial and provide meaningful experiences for its visitors.”

Visitors to the memorial can learn about the Flight 93 story from outdoor exhibits, a cell phone tour and interpretive programming in addition to the newly opened visitor center complex and learning center – a multi-purpose space used for educational programming, rotating exhibits, and special events; a two and a quarter mile system of pedestrian trails; and the dramatic flight path walkway and overlook.

Diebold’s donation is in support of Walk 93, a memorial walk held Sept. 26, 2015 with proceeds going to fund the building and maintenance of trails at the Flight 93 National Memorial.

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. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

About The Friends of Flight 93 National Memorial
Established in 2009, the Friends of Flight 93 National Memorial is the official non-profit supporting partner of Flight 93 National Memorial. The Friends focus on awareness, education, volunteer support, preservation and stewardship. The Friends of Flight 93 is a registered 501 (c)3 organization, donations to which are tax deductible. The Friends of Flight 93 membership includes family and friends of the passengers and crew of Flight 93, people nationwide who have been inspired by these acts of courage, and many residents of Western Pennsylvania who want to be part of the Friends’ mission in a hands-on way. To learn more about the Friends or to make a donation to support the memorial, visit www.Flight93Friends.org.

CONTACT(S):

RENEE MURPHY
Media Relations
Email: renee.murphy@diebold.com
Phone: 330-490-5825
STEVE VIROSTEK
Investor Relations
Email: stephen.virostek@diebold.com
Phone: 330-490-6319

 

###

Diebold helps Friends of Flight 93 National Memorial educate future generations about Flight 93 and September 11, 2001

Diebold helps Friends of Flight 93 National Memorial educate future generations about Flight 93 and September 11, 2001

Diebold to launch voluntary public tender offer for all of Wincor Nixdorf’s outstanding shares

  • Companies have entered into a business combination agreement in which Diebold will launch a voluntary public tender offer for all of Wincor Nixdorf’s outstanding shares
  • Brings together leading global innovators in banking and retail technologies in rapidly transforming industries
  • Combined company will deliver fully integrated and transformative solutions in value-added services, branch automation and omnichannel experiences
  • Both companies share a common strategic focus on growing services and software, and have highly complementary offerings, geographic presence and customer bases
  • Diebold will offer Wincor Nixdorf shareholders €38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share (1)
  • Transaction values Wincor Nixdorf, including net debt, at approximately $1.8 billion, or €1.7 billion (2)
  • Transaction expected to yield approximately $160 million of annual cost synergies, and the combined company will target non-GAAP operating margin (3) in excess of 9 percent by the end of the third full year following completion of the transaction

NORTH CANTON, Ohio and PADERBORN, Germany, 2015-11-23 — /EPR Retail News/ — Diebold, Incorporated (NYSE:DBD), a global leader in providing self-service delivery, value-added services and software primarily to the financial industry, and Wincor Nixdorf AG (FWB: WIN), a leading provider of IT solutions and services to banks and the retail industry, today announced that the companies have entered into a business combination agreement. Pursuant to the business combination agreement, Diebold will launch a voluntary public tender offer to all shareholders of Wincor Nixdorf. 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 (1). This transaction values Wincor Nixdorf, including net debt, at approximately $1.8 billion, or €1.7 billion (2).

The combined company had pro forma revenue of approximately $5.2 billion, or €4.8 billion (4), for the trailing 12 months ended Sept. 30, 2015, excluding revenue attributable to Diebold’s North America electronic security business, which it recently agreed to divest. Following completion of the offer and subject to certain approvals, the combined company will be named Diebold Nixdorf, with common shares publicly listed on the New York Stock Exchange and the Frankfurt Stock Exchange. The combined company will have registered offices in North Canton, Ohio, U.S. and will be operated from headquarters in North Canton and Paderborn, Germany.

The combination brings together leading innovators in value-added services, branch automation and omnichannel experiences to create an industry leader focused on the entire value chain — consult, design, build and operate — to help financial institutions and retailers succeed in their business transformation journey. 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 combined company will pursue a growing total addressable market of approximately $60 billion, according to independent market estimates and Diebold internal analysis.

Combined Company to Deliver More Services and Innovation to the Market

“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 chief executive officer (CEO). “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.”

Highly Complementary Geographies, Customers and Solutions

The two companies share a complementary geographic reach across the Americas, EMEA and within Asia, along with strong, trusted brands backed by best-in-breed engineering. Diebold is a leading player in the Americas, whereas Wincor Nixdorf is a leading player in Europe. These two regions are also key drivers for innovation and digital transformation — both in banking and retail.
The combined company’s collective capabilities and established global market presence will offer a broader range of services and solutions across its customer base. Growth in both the software and services segments is expected to be accelerated by the combined, expanded installed base of nearly one million automated teller machines (ATMs) worldwide to the benefit of the customers. The combined company’s strong service presence will also benefit Wincor Nixdorf’s retail business.

Agreement Approved by Boards of Both Companies

Under the terms of the business combination agreement, which has been approved by Diebold’s board of directors and Wincor Nixdorf’s supervisory board, Diebold will launch a voluntary public tender offer for all outstanding shares of Wincor Nixdorf. The offer consideration will consist of €38.98 in cash plus 0.434 Diebold shares per Wincor Nixdorf share.

Based on the volume-weighted average share price of Diebold shares over the last five trading days prior to Oct. 17, 2015, the day on which the companies confirmed entry into a non-binding term sheet for a proposed business combination, the total offer consideration represented an implied value of €52.50 per Wincor Nixdorf share. This implied value represents a premium of approximately 35 percent over Wincor Nixdorf’s closing share price as of Oct. 16, 2015, and a premium of approximately 42 percent over the volume-weighted average price per share over the last three months preceding that date. The corresponding enterprise value including net debt amounts to approximately $1.8 billion, or €1.7 billion, under these terms.

Under the business combination agreement, the existing transformation program at Wincor Nixdorf will be supported by Diebold and will 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. Furthermore, all labor-related laws and regulations will be respected and co-determination on the German supervisory board level shall remain unchanged.

Following the completion of the transaction, the combined company plans to deliver approximately $160 million of annual cost synergies and will target a non-GAAP operating margin in excess of 9 percent by the end of the third full year. In addition, the transaction is expected to be accretive to non-GAAP earnings per share (5) in the second year, excluding integration costs.

The terms of the voluntary public tender offer were subject to thorough analysis by Wincor Nixdorf’s supervisory board and management board as required by their fiduciary duties. The management board and supervisory board of Wincor Nixdorf consider the offer consideration proposed by Diebold fair for shareholders and the overall agreement in the best interest of Wincor Nixdorf, its shareholders, employees and other stakeholders and therefore intend to recommend the offer.

Equal Representation on the Executive Committee

Diebold’s Mattes, 54, will be CEO of the combined company. Wincor Nixdorf’s Heidloff, 59, will be president. Christopher C. Chapman, 41, the current Diebold chief financial officer (CFO), will serve as CFO of the combined company, and Jürgen Wunram, 57, Wincor Nixdorf CFO, will serve as chief integration officer and will represent the retail business in the executive committee. In total, the combined company’s executive committee of eight will be equally represented by business leaders from both Diebold and Wincor Nixdorf, including the four executives mentioned above.

Following the closing it is anticipated that along with the existing Diebold board members, three new directors will join the board of the combined company: Dr. Alexander Dibelius, chairman of the supervisory board of Wincor Nixdorf, Dr. Dieter Düsedau, member of the supervisory board of Wincor Nixdorf, and Eckard Heidloff. Also, to facilitate the integration, it is intended that three Diebold executives will join the supervisory board of Wincor Nixdorf upon closing.

Transaction Structure

The transaction will be implemented through a voluntary public tender offer for all outstanding shares of Wincor Nixdorf. Diebold expects the offer to commence during the first quarter of 2016 after filing of Diebold’s registration statement on Form S-4 with the U.S. Securities and Exchange Commission and approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht / BaFin). The offer is subject to certain closing conditions, including regulatory approvals and a minimum acceptance threshold of c. 67.6 percent of all existing Wincor Nixdorf ordinary shares (this corresponds, after deduction of treasury shares held by Wincor Nixdorf which will not be tendered, to c. 75 percent of all current voting stock (outstanding shares)).

Given that the mixed consideration consisting of cash and stock is offered by a US corporation, Diebold, Inc. does not expect that German withholding tax will apply to Wincor Nixdorf shareholders who are not tax-resident in Germany (unless the Wincor Nixdorf shares are held as part of business assets in Germany). For Wincor Nixdorf shareholders tax resident in Germany, the tax treatment of the voluntary public tender offer will follow generally applicable German tax principles, which may include German taxation of the cash component of the consideration as a dividend for certain shareholders tax-resident in Germany. A general summary of material tax consequences related to the participation in the voluntary public tender offer will be published as part of the offer documentation. For an individual analysis of their personal tax situation in connection with the acceptance of the voluntary public takeover offer, Wincor Nixdorf shareholders are advised to consult their tax advisors.

Upon successful completion of the offer and regulatory approvals, Diebold will consolidate the financial results of Wincor Nixdorf, and Diebold’s earnings will reflect its proportionate share of Wincor Nixdorf’s earnings.

Financing the Transaction
Diebold has committed financing in place. In addition to cash on hand, Diebold expects to raise approximately $2.8 billion to fund the transaction, refinance existing debt of both companies and provide liquidity. This permanent financing is expected to be comprised of a $0.5 billion senior secured revolver and $2.3 billion of senior secured term loans and unsecured notes.

Following the transaction close, the pro forma balance sheet is expected to have net debt/EBITDA of approximately 4x (6). The combined company intends to shift its capital allocation plans to focus on deleveraging the balance sheet to be consistently below 3x net debt/EBITDA by the end of year three. Commensurate with this approach and after the transaction closes, the combined company intends to pay a dividend per share at a rate of approximately one-third of Diebold’s current annual cash dividend per share, subject to market and other conditions. Moving forward, paying a dividend remains a part of the combined company’s philosophy of returning value to shareholders.

Credit Suisse and J.P. Morgan acted as financial advisers to Diebold, along with Sullivan & Cromwell LLP, who served as legal adviser. J.P. Morgan and Credit Suisse are also providing committed financing for the transaction. Goldman Sachs acted as financial adviser to Wincor Nixdorf, along with Freshfields Bruckhaus Deringer LLP, who served as legal adviser.

Details for Joint Press Call

The companies will jointly present their plans for the business combination on a media call taking place today at 10:00 a.m. CET (4:00 a.m. EST). The media call will take place in German. Participants should ask to join the “Diebold and Wincor Nixdorf Media Call”. Details on the call are as follows:

Germany Toll free: 0800 673 7932
US/CAN Toll free: 1 866 966 5335
UK Toll free: 0808 109 0700
Int’l Toll: +44 (0) 20 3003 2666

Diebold Analyst Call Details

Diebold will hold an analyst conference call to present this business combination during a webcast and conference call today at 8:00 a.m. EST (2:00 p.m. CET). Both the presentation and access to the call are available via Diebold’s website at http://www.diebold.com/DieboldWincor. A replay of the call will also be available on this website. The conference call will last approximately one hour. Participants should plan to dial in 10 minutes prior to the session. Details on the call are as follows:
US/CAN Toll free: 1 877 545 1403
Int’l Toll: +1 719 325 4893
Conference ID:6742172

Wincor Nixdorf Analyst Call Details

Wincor Nixdorf will hold an analyst conference call to present this business combination today at 11:30 a.m. EST (5:30 p.m. CET). The dial-in number is as follows:

Int’l Toll: +49-(0) 69-271340171

Diebold Contacts

Media Relations
Mike Jacobsen, APR
+1 330 490 3796
michael.jacobsen@diebold.com

Felix Morlock, Brunswick Group (Germany)
+49 69 2400 5510
fmorlock@brunswickgroup.com

Cindy Leggett-Flynn, Brunswick Group (U.S.)
+1 212 333 3810
clf@brunswickgroup.comInvestor Relations
Steve Virostek
+1 330 490 6319
stephen.virostek@diebold.com

Wincor Nixdorf Contacts

Media Relations
Andreas Bruck
+49 5251 693 5200
andreas.bruck@wincor-nixdorf.comInvestor Relations
Dr. Sabine Brummel
+49 5251 693 5050
sabine.brummel@wincor-nixdorf.com

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. Visit Diebold at www.diebold.com or on Twitter: http://twitter.com/DieboldInc.

About Wincor Nixdorf
Wincor Nixdorf is one of the world’s leading providers of IT solutions and services to retail banks and the retail industry. The main focus of the group’s comprehensive portfolio lies on business process optimization, especially in the branch operations of both sectors. Wincor Nixdorf has established a presence in around 130 countries around the globe, giving it an outstanding profile when it comes to customer proximity. The parent company has subsidiaries in 42 countries. The company also places great importance on building close relationships with sales partners that have an excellent knowledge of the local requirements and conditions on the customer side. Wincor Nixdorf has a total workforce of around 9,000 people. Over half of those are based outside Germany.

NOTES
(1) Calculated using fixed exchange ratio and five-day volume weighted average price of Diebold shares prior to Oct. 17, 2015 announcement that both companies had signed a non-binding term sheet regarding a potential business combination. Diebold’s five-day volume weighted average price was converted to euros using an exchange rate of 1.07 U.S. dollars to the euro. Shareholders of Wincor Nixdorf are advised to consult their tax advisors regarding the tax consequences in connection with the acceptance of the voluntary public tender offer.
(2) The exchange rate used to calculate total consideration and transaction value was 1.07 U.S. dollars to the euro.
(3) Non-GAAP operating margin is the percentage of GAAP operating profit margin adjusted for restructuring and non-routine items.
(4) Diebold prepares its financial statements in accordance with US GAAP while Wincor Nixdorf prepares its financial statements in accordance with IFRS. Revenues are derived from the combined revenues of both companies for the trailing 12 months, before making adjustments to convert Wincor Nixdorf’s financial results from IFRS to US GAAP. Wincor Nixdorf revenue has been converted at an exchange rate of 1.09 U.S. dollars to the euro.
(5) Non-GAAP earnings per share is GAAP earnings adjusted for restructuring and non-routine items compared to the combined company’s outstanding shares.
(6) Net debt/EBITDA is defined as long-term debt plus short-term debt minus cash and cash equivalents divided by earnings before interest, taxes, depreciation and amortization adjusted for restructuring and other non-recurring items for the trailing 12 months. This ratio assumes that the North American Electronic Security business has been divested.

IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
In connection with the proposed business combination transaction, Diebold intends to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include a prospectus of Diebold to be used in connection with the offer by Diebold to acquire all outstanding Wincor Nixdorf shares. When available, Diebold will disseminate the prospectus to Wincor Nixdorf shareholders in connection with Diebold’s offer to acquire all of the outstanding shares of Wincor Nixdorf. Diebold also intends to file an offer document with the German Federal Financial Supervisory Authority (Bundesanstalt fuer Finanzdienstleistungsaufsicht) (“BaFin”).

INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC OR BAFIN OR PUBLISHED AT DIEBOLD’S WEBSITE AT WWW.DIEBOLD.COM UNDER THE INVESTOR RELATIONS SECTION, REGARDING THE PROPOSED BUSINESS COMBINATION TRANSACTION AND THE OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.

You will be able to obtain a free copy of the prospectus and other related documents filed by Diebold with the SEC on the SEC’s website at www.sec.gov. The prospectus and other documents relating thereto may also be obtained for free by accessing Diebold’s website at www.diebold.com under the Investor Relations section. Following approval by BaFin, you may obtain a free copy of the offer document on BaFin’s website at www.bafin.de, and, along with an English translation thereof, at Diebold’s website at www.diebold.com under the Investor Relations section. Further you may obtain a copy of the offer document from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany, for distribution free of charge (also available from Deutsche Bank Aktiengesellschaft via e-mail to dct.tender offers@db.com or by telefax to +49 69 910 38794). In addition an English language press release and its German language translation will be published via an electronically operated information distribution system in the United States.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Wincor Nixdorf or Diebold. Final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by BaFin and in documents that will be filed with the SEC. Investors and holders of Wincor Nixdorf shares, or of such instruments conferring a right to directly or indirectly acquire Wincor Nixdorf shares, are strongly encouraged to read the offer document and all documents in connection with the public offer as soon as they are published because these documents will contain important information.
No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and applicable European regulations, including the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Securities Prospectus Act (Wertpapierprospektgesetz). Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer would not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS
Certain statements 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 including, without limitation, the proposed business combination with Wincor Nixdorf and the offer. Such forward-looking statements are based on the current expectations of Diebold and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Such forward-looking statements may include statements about the business combination and the offer, the likelihood that such transaction is consummated and the effects of any transaction on the businesses and financial conditions of Diebold or Wincor Nixdorf, including synergies, pro forma revenue, targeted operating margin, net debt to EBITDA ratios, accretion to earnings and other financial or operating measures. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which Diebold and Wincor Nixdorf operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, risks and uncertainties related to the contemplated business combination between Diebold and Wincor Nixdorf include, but are not limited to, the expected timing and likelihood of the completion of the contemplated business combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the contemplated business combination that could reduce anticipated benefits or cause the parties not to consummate, or to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement or the contemplated offer, the risk that the parties may not be willing or able to satisfy the conditions to the contemplated business combination or the contemplated offer in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the contemplated business combination, the risk that any announcements relating to the contemplated business combination could have adverse effects on the market price of Diebold’s common shares, and the risk that the contemplated transaction or the potential announcement of such transaction could have an adverse effect on the ability of Diebold to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally. These risks, as well as other risks associated with the contemplated business combination, are more fully discussed in a prospectus that will be included in the Registration Statement on Form S-4 that will be filed with the SEC in connection with the contemplated business combination and the offer. Additional risks and uncertainties are identified and discussed in Diebold’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Any forward looking statements speak only as at the date of this document. Except as required by applicable law, neither Diebold nor Wincor Nixdorf undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
This communication outlines certain key German tax principles related to the participation in the voluntary public tender offer that may be or may become relevant to holders of shares of Wincor Nixdorf. The discussion of German tax considerations is of a general nature only and does not constitute a comprehensive or definitive explanation of all possible aspects of German taxation that may be relevant for shareholders of Wincor Nixdorf. Furthermore, this communication does not address non-German tax considerations that may apply to a shareholder that is a tax resident of a jurisdiction other than Germany. This press release is based upon domestic German tax laws in effect as of the date hereof. It is important to note that the legal situation may change, possibly with retroactive effect, and that no assurance can be given regarding the tax treatment of this transaction by fiscal authorities and the courts.

SOURCE: Wincor Nixdorf AG
###

Wincor Nixdorf denies merger or acquisition negotiations with Diebold

PADERBORN, Germany, 2015-6-11 — /EPR Retail News/ — The German newspaper Frankfurter Allgemeine Zeitung reported today, June 10, that Diebold is in talks with Wincor Nixdorf about acquiring the company. The newspaper cited sources with knowledge of the negotiations. The report meanwhile has been picked up by numerous other media.

We have initiated the restructuring program with the clear goal to preserve Wincor Nixdorf’s autonomy. According to the management team, keeping Wincor Nixdorf independent is the best course of action to create customer, shareholder and employee value.
We are not in merger or acquisition negotiations.

Press Contact

Press/Financial Press

Andreas Bruck
Head of Corporate Communications
Phone: +49 5251 693 5200
E-Mail: andreas.bruck@wincor-nixdorf.com

Press/Trade Press

Dr. Thomas Daubenbüchel
Head of Press and Editorial Office
Phone: +49 5251 693 5212
E-Mail: thomas.daubenbuechel@wincor-nixdorf.com
Ulrich Nolte
Phone: +49 5251 693 5211
E-Mail: ulrich.nolte@wincor-nixdorf.com

Trade Press

Claudia Wendorff-Goerge
Phone: +49 5251 693 5203
E-Mail: claudia.wendorff-goerge@wincor-nixdorf.com