Diebold to Combine with Wincor Nixdorf

Transcription

1 Diebold to Combine with Wincor Nixdorf Creating a premier self-service company for financial and retail markets

2 Disclaimer This document has been prepared by Wincor Nixdorf AG solely for use in this presentation. The information contained in this document has not been independently verified. No representation or warranty whether express or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained therein. Neither the Company nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of this document or its content or otherwise arising in connection with this document. This document does not constitute an offer or invitation or recommendation to purchase or subscribe for or sell or tender any shares and neither this document nor any part of it shall form the basis of, or be relied upon in connection with, any investment/divestment decision, any contract or any commitment whatsoever. This document contains forward-looking statements that are based on current estimates and assumptions made by the management of Wincor Nixdorf AG to the best of its knowledge. Such forward-looking statements are subject to risks and uncertainties, the non-occurrence or occurrence of which could cause the actual results including the financial condition and profitability of Wincor Nixdorf to differ materially from or be more negative than those expressed or implied by such forward-looking statements. This also applies to the forward-looking estimates and forecasts derived from third-party studies. Consequently, neither the Company nor its management can give any assurance regarding the future accuracy of the opinions set forth in this document or the actual occurrence of the predicted developments. There is no obligation to update or release any revisions of any information or any of the forward-looking statements contained in this presentation to reflect events or circumstances after the date of presentation. None of the information contained in this presentation constitutes, or shall be construed as, legal, tax, or any other advice whatsoever. 1

3 + Creating a premier self-service company for financial and retail markets Combines leading innovators to deliver fully integrated software and self-service technology Innovative service solutions spanning the complete value chain Highly complementary geographic presence and customer base Experienced leadership team to lead ~$5.2 billion 1 global company Strongly positioned in growth areas of branch automation, omnichannel and mobile Significant cost synergies of ~$160 million by the end of year 3 Connecting the physical and digital worlds of currency Note 1) Based on trailing 12 months revenue for Diebold and Wincor through September 30, Diebold revenue excludes contribution of North American Electronic Security business which Diebold has agreed to divest. Wincor Nixdorf financials have been converted from Euros to US$ using an exchange rate of 1.09 US$/Euro. 2

4 Business combination agreement has been finalized Takeover offer by Diebold to all Wincor Nixdorf shareholders Consideration of Euro per share in cash and Diebold common shares per Wincor Nixdorf share This transaction values Wincor Nixdorf at approximately $1.8 billion, or EUR 1.7 billion, including net debt. Premium of 35% on the Wincor Nixdorf share price of Oct 16, 2015 and a premium of 42% on the volume-weighted average price in the three months preceding that date (based on 5-day VWAP as of Oct 16 of $33.24 of Diebold) Offer is approved by the management board and the supervisory board of Wincor Nixdorf and Diebold s board of directors Next steps The tender offer period is expected to commence in early 2016 The offer is subject to certain closing conditions, including regulatory approvals and a minimum acceptance threshold of c. 67.6% 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% of all current voting stock (outstanding shares)). Tax consideration Offer might be treated differently depending on size of investment, country of origin of investor and whether investor is private investor or institutional investor Investors are advised to consider carefully the tax consequences which the acceptance of the offer may entail for them with their own tax advisors Cash component paid to German retail investors is generally subject to German withholding tax (Abgeltungssteuer) at a rate of % (plus church tax, if applicable) No German withholding tax should be triggered on the cash component received by non-german resident investors Investors, especially German retail investors, can always opt for disposal through open market sale (treatment as capital gains) 3

5 Business combination agreement to facilitate integration and synergy realization Agreed leadership structure Defined business model by Line of Business / Region Reconfirmed Wincor-Nixdorf restructuring plan Registered offices in North Canton, Ohio and operated from headquarters in North Canton and Paderborn, Germany President Eckard Heidloff Executive Committee CEO Andy Mattes CFO Chris Chapman Chief Integration Officer Jürgen Wunram 3 LOB Leaders General Counsel Wincor Nixdorf CEO and two Wincor Nixdorf supervisory board members to join board of combined company post-closing Three Diebold executives to join supervisory board of Wincor Nixdorf 4

6 Creating a runway for growth 1 Services leadership ~$3 billion of revenue from services and software in the combined company Enhance services portfolio and increase up-sell of services Services-led, Softwareenabled, supported by innovative hardware Omnichannel software innovation Dynamic industry changes Innovation accelerated via significant scale Wincor software and large professional services organization Phoenix multi-vendor software capabilities Capitalize on automation wave as banks and retailers seek operating efficiencies Opportunity to compete for larger addressable market Shifting more resources to innovative R&D Combined installed base of about 1 million ATMs 5 Complementary geographic presence and customers Diebold is a leader in North America; Wincor in Europe Serving blue-chip financial institutions and retailers 5

7 Highly complementary revenue mix with ~$3 billion from services and software Diebold Nixdorf Revenue 1 (billions) ~$2.6 ~$2.6 ~$5.2 Geographic mix 1 Asia Pacific 18% EMEA 16% Americ as 66% EMEA 71% Americ as 12% Asia Pacific 17% EMEA 43% Americ as 39% Asia Pacific 18% Closely mirrors the total addressable market distribution Product mix 1 SERVICES & SOFTWARE 56% HARDWARE 44% Targeting >60% mix for services & software Note 1) Based on trailing 12 months revenue for Diebold and Wincor through September 30, Diebold revenue excludes contribution of North American Electronic Security business which Diebold has agreed to divest. Wincor financials have been converted from Euros to US$ using an exchange rate of 1.09 US$/Euro. Wincor s regional revenue split was adjusted in order to more closely align with Diebold s regional definitions 6

8 Targeting >9% non-gaap OP margins by end of year 3 Combination benefit initiatives Combination costs Existing plans Year 3 Target Revenue Increase sale of services Cross sell software Dual sourcing ATMs Reduced volumes from dealers Organic growth Improved mix COGS (~$90 million) Direct materials - scale Streamlined solutions Higher direct service utilization Rationalize coverage overlap Restructuring Contract termination fees Solutions integration Diebold 2.0 net cost savings Wincor 7-point restructuring >9% non-gaap operating profit margin 1 Opex (~$70 million) Integrate corporate & regional resources Rationalize operational functions Back-office harmonization Restructuring Facility lease terminations Back-office overlap ~$160 million net run rate of cost synergies by end of year 3 Note: (1) non-gaap operating margin is the percentage of GAAP operating profit margin adjusted for restructuring and non-routine items 7

9 Expected roadmap 8

10 Transaction meets all key criteria 9