Wincor Nixdorf is one of the leading global suppliers of hardware and software solutions, and associated services, to the banking and retail industries. The focus of Wincor Nixdorf’s business activities is the optimization of customer-related processes – in particular for enterprises with marked branch-type businesses – through an extensive offering of automation and self-service products, point-of-sale hardware and related software, consulting and other services. The solutions offered by Wincor Nixdorf help our customers improve their services to the final consumer and also reduce costs in their branches and outlets.
In fiscal 2011/12 Wincor Nixdorf made total net sales revenue worldwide of EUR 2,343 million and EBITA of approx. EUR 101 million.
Wincor Nixdorf is able to look to the future with the benefit of a successful company history. Nixdorf Computer AG, the company formed by German entrepreneur Heinz Nixdorf, was taken over by Siemens AG in 1990 and turned into Siemens Nixdorf Informationssysteme AG. The two business divisions, Banking and Retail, were brought together under the company Siemens Nixdorf Retail and Banking Systems GmbH in 1998, forming an independent business entity. It was on October 1, 1999, that the present Wincor Nixdorf Group finally came into being by way of a carve-out from the Siemens Group. The foundation for the carve-out was provided by the involvement of equity investors Kohlberg Kravis Roberts & Co. L.P. and Goldman Sachs Capital Partners in the form of a leveraged buy-out.
Wincor Nixdorf’s main shareholders before the IPO in May 2004 were equity investors Kohlberg Kravis Roberts & Co. L.P. and Goldman Sachs Capital Partners, who held approximately 89% of the shares in the company prior to the planned IPO. In addition, a sizeable group of Wincor Nixdorf managers also held around 11% of the company’s stock.
Wincor Nixdorf is currently represented in about 130 countries by a combination of a worldwide network of strategic partnerships and and more than 40 company subsidiaries. Wincor Nixdorf’s main production facilities are located in Germany and in China.
At the end of last fiscal year (September 30, 2012) Wincor Nixdorf had 9,057 employees worldwide.
Since its incorporation in 1999, Wincor Nixdorf has grown within six years from being a hardware manufacturer active mainly on the German market to being a leading international provider of integrated hardware and software solutions and IT services to banks and retailers. During last fiscal year (2011/12), Wincor Nixdorf made as much as 53% of its net sales revenue from software and services, as opposed to 33% in 1999/2000. At the same time, the company has increased its presence from 34 to about 110 countries, and operates today its own subsidiaries in more than 40 of these. 76% of net sales revenue was earned abroad, compared to 49% in 1999/2000.
The current market position confirms the company’s successful development track. In terms of dispatches of automated teller machines (in-house estimates) and dispatches of programmable “ePOS” electronic point-of-sale units (source: RBR), Wincor Nixdorf is one of the three leading suppliers worldwide. We also hold the Number 1 position in Europe in programmable ePOS systems, as measured by dispatch volumes.
During last fiscal year, we made about 65% of our net sales in Banking and about 35% in Retail.
The subscription period began May 10, 2004 and ended May 18, 2004. Trading commenced May 19, 2004 on the Frankfurt Stock Exchange.
After the end of the book building process, the issue price was set at EUR 20.50. Once the book building had finished, the issue price was set, taking due account of the subscription orders received and was published via the electronic media and also in the Frankfurter Allgemeine newspaper. (Adjusted after capital increase by issuing new shares in a ratio of 1:1 on March 22, 2007)
Excluding greenshoe, the total value of the transaction was around EUR 327 million. The company made approximately EUR 102m of this from the new issue of share capital.
Around 10.7% of stock offered for subscription was placed with private investors in Germany and around 33.9% with institutional investors in Germany. Outside Germany, approximately 53.8% was placed with institutional investors under a private placement.
In so doing, the company, the disposing shareholders and the consortium banks duly observed the “Principles for Allocation of Share Issues to Private Investors” (also referred to as “Allocation Principles”) published on June 7, 2000, by the Stock Exchange Expert Commission of the German Federal Ministry of Finance.
The company has used the majority of its incoming proceeds of EUR 102m for purposes of reducing liabilities in order to create more room for maneuver in terms of future growth.
Wincor Nixdorf AG announced on June 21, 2004 that Goldman, Sachs & Co. OHG, in its role as stabilization manager, had exercised approximately 70% of the greenshoe option. As a result, the stabilization period is now also at an end. The final stabilization activity took place on June 18, 2004.
Amount of greenshoe stock utilized: 1,704,261 shares
Date the greenshoe option was exercised: June 18, 2004
End of the stabilization period: June 18, 2004
Price range of the stabilization activity: € 20.4 – 20.5
Date of the final stabilization activity: June 18, 2004
(Data adjusted after capital increase by issuing new shares in a ratio of 1:1 on March 22, 2007)
The IPO consortium was led by Deutsche Bank and Goldman Sachs as joint global coordinators. The following banks were also members of the consortium: Commerzbank Securities, Dresdner Kleinwort Wasserstein and UBS Investment Bank as co-lead managers and Cazenove, DZ Bank and WestLB AG as co-managers.
Wincor Nixdorf AG stock is listed on the Frankfurt Stock Exchange (Official Trading, Prime Standard).
The opportunities and risks associated with an investment in Wincor Nixdorf stock are both listed in the Sales Prospectus / Stock Exchange Admission Prospectus. In addition we would refer the reader to the opportunities and risks generally associated with any investment of capital in common stocks. We recommend those with little or no experience of this matter to seek advice from an investment consultant, bank and the extensive informative reading material available on the issue of investing in common stocks. Further risks are reported in our current annual report.