Placement of Wincor Nixdorf shares successfully completed

Paderborn, May 19, 2004. Following the end of the bookbuilding period, the price per Wincor Nixdorf share was set at €41.00. In total, approx. 8.0 million shares were placed pre-greenshoe, corresponding to an offering volume of approx. €327 million. Proceeds to the company from a capital increase amount to approx. €102 million. The free float pre-greenshoe is approximately 48%. The shares will start trading on the Frankfurt Stock Exchange today, May 19, 2004. Karl-Heinz Stiller, CEO of Wincor Nixdorf, said: “The fact that we completed our Initial Public Offering in the current difficult equity market environment shows that investors continue to be interested in companies with a solid business model and good growth opportunities.”
The previous majority shareholders, investment companies of Kohlberg Kravis Roberts & Co. L. P. and Goldman Sachs Capital Partners as well as members of the management of Wincor Nixdorf have sold approx. 5.5 million of their shares.
In addition, Wincor Nixdorf placed approx. 2.5 million new shares from a capital increase and achieved gross proceeds of approx. €102 million. The company intends to use the majority of the net issuance proceeds to reduce indebtedness in order to obtain greater flexibility to manage the financing of future growth.
The current majority shareholders have also provided an option to Goldman Sachs to purchase up to approx. 1.2 million additional shares to cover any over-allotments. Whether this option is exercised will be decided in the next few weeks.
As part of the transaction, the current majority shareholders have reduced their stake in the company from approx. 89% pre-transaction to approx. 43% pre-greenshoe. Following completion of the transaction and post-greenshoe, the current majority shareholders of Wincor Nixdorf would still own approx. 36% of the company.
The share capital of Wincor Nixdorf following the capital increase amounts to approx. €16.5 million, divided into approx. 16.5 million shares with a notional value of €1.00 per share. All offered shares are fully entitled to any dividend declared in respect of fiscal year 2004.
Karl-Heinz Stiller, CEO of Wincor Nixdorf: “The offer price is adequate given the current market environment and offers good potential for future performance. We are delighted that Wincor Nixdorf was able to send positive signals following such a long period without a sizeable Initial Public Offering in the German market.”
Wincor Nixdorf is the first Initial Public Offering on the Prime Standard of the Frankfurt Stock Exchange. Companies listed in this segment are committed to high standards of transparency, such as quarterly reporting in German and English and the use of international accounting standards. This increases Wincor Nixdorf’s visibility with international investors.
Approx. 10.7% of the shares were placed with German retail investors, approx. 33.9% with German institutional investors. Internationally, approx. 52.8% of the shares were placed with institutional investors via a private placement.
Allocations to retail investors were made through the allocation process, whereby only orders submitted in accordance with the “Verkaufsangebot” published May 10, 2004, were considered. Orders by retail investors that subscribed for the shares with one of the syndicate banks were fully allocated.
Approx. 2.4% of the transaction was allocated on a preferential basis at the offering price to employees and the management of the Wincor Nixdorf group and partners, directors, officers and employees of Kohlberg Kravis Roberts & Co. L. P. and associated companies, and approx. 0.2% was allocated to Executive and Supervisory Board members of Wincor Nixdorf AG.