Takeover of Wincor Nixdorf AG by Diebold Incorporated USA.
On November 23, 2015, Diebold, Incorporated with its registered seat in North Canton, Ohio, United States of America (“Diebold Inc.”) published its decision to launch a voluntary public takeover offer to all shareholders of Wincor Nixdorf AG. Previously on the same day, Wincor Nixdorf AG and Diebold Inc. entered into a business combination agreement. On February 5, 2016, Diebold Inc. published a voluntary public takeover offer to all Wincor Nixdorf shareholders for the acquisition of their ordinary bearer shares without par value, each representing a notional value of €1.00 in the share capital of Wincor Nixdorf. The closing of the takeover offer was, inter alia, subject to the condition that an acceptance level of at least 22,362,159 Wincor Nixdorf shares (this corresponds to about 67.6% of all Wincor Nixdorf shares existing as of the date of approval of publishing the offer document by the Federal Financial Supervisory Authority (BaFin), which corresponds to a threshold of more than 75% of the voting rights of Wincor Nixdorf AG excluding treasury shares of Wincor Nixdorf AG) would be met.
In the course of the settlement of the takeover offer, the tendered Wincor Nixdorf shares were, in accordance with the terms and conditions of the takeover offer, transferred directly into a securities deposit account of Diebold KGaA without any prior acquisition or temporary purchase by Diebold Inc. The 22,876,760 Wincor Nixdorf shares held directly or indirectly by Diebold KGaA and Diebold Inc. correspond to a direct and indirect participation of 69.1% of the current share capital of Wincor Nixdorf AG, which is divided into 33,084,988 shares, and to a proportion of 76.7% of the voting rights of Wincor Nixdorf AG (excluding Wincor Nixdorf's treasury shares, which carry no voting rights pursuant to Section 71b of the Stock Corporation Act). The acceptance period expired on March 22, 2016, at 24:00 hours.
The additional acceptance period commenced on March 30, 2016, and expired on April 12, 2016, at 24:00 hours. On the expiration of the additional acceptance period, the takeover offer was accepted for 22,876,760 Wincor Nixdorf shares in total, which corresponds to 69.1% of the share capital of Wincor Nixdorf AG. In addition, 241,324 voting rights of Wincor Nixdorf shares were attributed to Diebold Holding Germany Inc. & Co. KGaA, registered according to its articles of association in Eschborn, Germany, and entered in the Commercial Register of the District Court of Frankfurt am Main under the reference HRB 104287 ("Diebold KGaA"), pursuant to Section 30 of the German Takeover Act (WpÜG) at the end of the additional acceptance period, which were counted when calculating the acceptance level. In total, this is equivalent to about 69.9% of the share capital of Wincor Nixdorf AG.
On April 8, 2016, Diebold Inc. and Diebold KGaA announced that they intended to enter into a control (also referred to as "domination") and profit-and-loss transfer agreement with Diebold KGaA as controlling company and Wincor Nixdorf AG as controlled company. In a resolution passed on May 2, 2016, the Board of Directors of Wincor Nixdorf AG formally resolved to enter into negotiations with Diebold Inc. and Diebold KGaA regarding such an agreement. This agreement was concluded on September 26, 2016, after approval was granted by the general shareholder meetings of each party. Pursuant to this agreement, exit compensation for external shareholders of Wincor Nixdorf AG amounts to €55.02 per share, while the net settlement for the duration of this agreement stands at €2.82 per share for each full fiscal year of Wincor Nixdorf AG.
Under the terms of the agreement, Wincor Nixdorf AG subordinates its management to Diebold KGaA and undertakes to transfer all of its profits to Diebold KGaA. In turn, Diebold KGaA undertakes to compensate any loss incurred by Wincor Nixdorf AG and to grant adequate recurring compensation (Ausgleich) and an adequate exit compensation payment (Abfindung) to outside shareholders. Pursuant to Section 294(2) of the Stock Corporation Act, the agreement will become effective upon entry into the Commercial Register at the registered office of Wincor Nixdorf. The agreement had not yet been entered into the Commercial Register when this annual report was produced. The full text in respect of the control (also referred to as "domination") and profit-and-loss transfer agreement can be accessed online (www.wincor-nixdorf.com) in the Investor Relations > General Meeting section.
On September 26, 2016, the Annual General Meeting passed a resolution to change the trading name of the Company from Wincor Nixdorf Aktiengesellschaft to Diebold Nixdorf Aktiengesellschaft and to amend Article 1 (1) of the Articles of Association accordingly. Equally, this change will not take effect until the corresponding entry is made in the Commercial Register for the area in which Wincor Nixdorf's headquarters are located. This had not yet been done when this annual report was produced.