Filed by: Diebold, Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Wincor Nixdorf AG
Commission File No.: 333-155520
March 30, 2016
Exhibit 99.1
Diebold Wincor Nixdorf
Investor Presentation
March / April 2016
Use of non-GAAP financial information
Diebold has included non-GAAP financial measures in this presentation to supplement Diebold’s consolidated financial statements presented on a GAAP basis. Definitions of these
non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this presentation.
Diebold’s management uses non-GAAP financial measures including, but not limited to, EBITDA, Adjusted EBITDA, constant currency, non-GAAP product, service and total gross
margins and non-GAAP operating profit and excludes gains, losses or other charges that are considered by Diebold’s management to be outside of Diebold’s core business segment operating results. Net debt and free cash flow are liquidity
measures that provide useful information to management about the amount of cash available for investment in Diebold’s businesses, funding strategic acquisitions, repurchasing stock and other purposes. The Company calculates constant currency by
translating the prior year results at the current year exchange rate.
These non-GAAP financial measures may have limitations as analytical tools, and these
measures should not be considered in isolation or as a substitute for analysis of Diebold’s results as reported under GAAP. Items such as impairment of goodwill and intangible assets, though not directly affecting Diebold’s cash position,
represent the loss in value of goodwill and intangible assets over time. The impairment expense associated with this loss in value is not included in non-GAAP financial measures such as Adjusted EBITDA and non-GAAP operating profit and therefore
does not reflect the full economic effect of the loss in value of those goodwill and intangible assets. In addition, items such as restructuring charges and non-routine expenses that are excluded from Adjusted EBITDA and non-GAAP gross profit can
have a material impact on cash flows and earnings per share. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance
under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.
We compensate for the limitations on our use of these non-GAAP financial measures by relying primarily on our GAAP financial statements and using non-GAAP
financial measures only supplementally. We also provide robust and detailed reconciliations of each non-GAAP financial measure to the most directly comparable GAAP measure in this presentation, and we encourage investors to review carefully those
reconciliations.
We believe that providing these non-GAAP financial measures in addition to the related GAAP measures provides investors with greater transparency
to the information used by Diebold’s management in its financial and operational decision-making and allows investors to see Diebold’s results “through the eyes” of management. We further believe that providing this information
better enables investors to understand Diebold’s operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.
THIS IS NOT AN OFFER TO SELL
Diebold
Wincor Nixdorf
2
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS RELATING TO THE PROPOSED ACQUISITION OF WINCOR NIXDORF
In connection with the proposed acquisition of Wincor Nixdorf, Diebold has made a voluntary public takeover offer (the “tender offer”) for all ordinary
shares of Wincor Nixdorf and filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on February 5, 2016, that includes a prospectus of Diebold to be used
in connection with the tender offer. In addition, on February 4, 2016, the German Federal Financial Supervsiory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin“) approved the publication of the German offer document
in connection with the tender offer (the “offer document“). Diebold has published the offer document on February 5, 2016. The acceptance period for the tender offer expired at the end of March 22, 2016 (Central European Time), and a
statutory additional acceptance period begins on March 30, 2016, and ends on April 12, 2016, 24:00 hours (Central European Summer Time).
INVESTORS AND SHAREHOLDERS
ARE URGED TO READ THE PROSPECTUS RELATING TO THE TENDER OFFER AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR 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 AND THE TENDER OFFER BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the prospectus relating to the tender offer, an English
translation of the offer document, and other related documents filed by Diebold with the SEC on the SEC’s website at www.sec.gov. The prospectus relating to the tender offer 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. 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 free of charge from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany, or by e-mail to
dct.tender-offers@db.com or by telefax to +49 69 910 38794.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Wincor
Nixdorf or Diebold. Terms and further provisions regarding the tender offer are disclosed in the offer document, which was published on February 5, 2016, and in related documents filed or 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 prospectus relating to the tender offer, the offer document and all documents in connection
with the tender offer because these documents contain important information.
No offering of Diebold shares 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 a German offer document in accordance with applicable European regulations, including the German Securities Acquisition and Takeover Act 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 tender 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.
THIS IS NOT AN OFFER TO SELL
Diebold
Wincor Nixdorf
3
Forward-looking statements
In this presentation, statements that are not reported financial results or other historical information are “forward-looking statements”.
Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements relate to, among other things, the Company’s future operating performance, the
Company’s share of new and existing markets, the Company’s short- and long-term revenue and earnings growth rates, and the Company’s implementation of cost-reduction initiatives and measures to improve pricing, including the
optimization of the Company’s manufacturing capacity.
The use of the words “will,” “believes,” “anticipates,”
“expects,” “intends” and similar expressions is intended to identify forward-looking statements that have been made and may in the future be made by or on behalf of the Company. Although the Company in good faith believes that
these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and on key performance indicators that impact the Company, these forward-looking statements involve
risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The Company believes that these risks and uncertainties include, but are not limited to,
those described in the “Risk Factors” section of our Annual Report on From 10-K for the year ended December 31, 2015 and in our registration statement on Form S-4 which became effective on February 5, 2016. The Company is not obligated to
update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks, uncertainties & other factors that could cause actual results to differ materially from those expressed in or implied by the
forward-looking statements include, but are not limited to:
• the Company’s ability to successfully consummate the Business Combination, including
obtaining and consummating the necessary financing, hedging transactions and satisfying closing conditions;
• the ultimate outcome and results of integrating
the operations of the Company and Wincor Nixdorf, the ultimate outcome of the Company’s pricing and operating strategy applied to Wincor Nixdorf ultimate ability to realize synergies; the effects of the Business Combination, including the
Company’s future financial condition, operating results, strategy and plans;
• the effects of governmental regulation on the Company’s businesses or
potential business combination transactions;
• the ability to obtain regulatory approvals and meet other conditions to the Business Combination on a timely
basis;
• the success of the Company’s strategic business alliance with Securitas AB;
• the Company’s ability to extract costs related to its electronic security business from its ongoing operations;
• competitive pressures, including pricing pressures and technological developments;
• changes in the Company’s relationships with customers, suppliers, distributors and/or partners in its business ventures;
• changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting
the worldwide business in the Company’s operations;
• global economic conditions, including any additional deterioration and disruptions in the financial
markets, including bankruptcies, restructurings or consolidations of financial institutions, which could reduce the Company’s customer base and/or adversely affect its customers’ ability to make capital expenditures, as well as adversely
impact the availability and cost of credit;
• acceptance of the Company’s product and technology introductions in the marketplace;
• the Company’s ability to maintain effective internal controls;
• changes in
the Company’s intention to further repatriate cash and cash equivalents and short-term investments residing in international tax jurisdictions could negatively impact foreign and domestic taxes;
• unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments, including, but not limited to, the
Company’s Brazil tax dispute;
• variations in consumer demand for FSS technologies, products and services;
• potential security violations to the Company’s information technology systems;
• the investment performance of the Company’s pension plan assets, which could require the Company and to increase its pension contributions, and
significant changes in healthcare costs, including those that may result from government action;
• the amount and timing of repurchases of common shares, if
any; and
• the Company’s ability to achieve benefits from its cost-reduction initiatives and other strategic changes, including its multi-year
realignment plan and other restructuring actions, as well as its business process outsourcing initiative.
THIS IS NOT AN OFFER TO SELL
Diebold
Wincor Nixdorf
4
Today’s presenters
DIEBOLD
Andy Mattes
President and Chief Executive Officer
Christopher Chapman
Senior Vice President, Chief Financial Officer
Christopher Sikora
Senior Manager, Investor Relations
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
5
Table of contents
1
Transaction overview
2 Strategic rationale
3 Industry overview
4 Diebold and Wincor overview
5 Financial overview
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
6
Transaction overview
Transaction overview
• Diebold, Inc. (NYSE: DBD; “Diebold”) and Wincor Nixdorf AG (FWB: WIN; “Wincor”) announced on November 23, 2015 that the companies
entered into a business combination agreement that valued Wincor at approximately $1.8 billion (as of November 23, 2015), including net debt
o Under the terms of
the agreement, Diebold has made a voluntary public takeover offer to Wincor shareholders at an offer price of €38.98 in cash and 0.434 Diebold common shares1 per Wincor share
• The complementary elements of the business combination are expected to create a global market leader in self-service solutions for financial institutions and retailers
• Transaction expected to yield approximately $160 million of annual cost synergies, representing ~3% of combined total costs, by the end of the third full
year following completion of the transaction
• Company expects to fund the transaction (including the estimated transaction fees and expenses, refinance debt,
and provide for liquidity) with cash proceeds from sale of the North American Electronic Security (“NAES”) business (completed on February 1, 2016), Diebold shares and a combination of $2.8 billion of permanent financing
o Pro forma for the transaction, net leverage excluding synergies is anticipated to increase to ~4x3 at close and return to below ~3x by the end of year 3
• The transaction is currently targeted to close in the summer of 2016, after the completion of the voluntary public takeover offer for all issued and outstanding shares of
Wincor (at the expiration of the acceptance period on March 22, 2016, the minimum tender offer threshold requirement of 67.6% of all Wincor shares was reached)
o
The combination is subject to customary closing conditions, including anti-trust approvals
Note: EUR / USD = 1.1195 ECB reference rate
1) Based on the volume-weighted average share price of Diebold shares over the last five trading days prior to October 17, 2015, the day on which the companies confirmed entry into
a non-binding term sheet for a proposed business combination, the total offer consideration represented a value of €52.50 per Wincor share, and €54.21 based on Diebold closing per share price at November 20, 2015.
2) Non-GAAP operating margin is the percentage of GAAP operating profit margin adjusted for restructuring and non-routine items.
3) Net debt/EBITDA is defined as long-term debt plus short-term debt minus cash and cash equivalents divided by earnings before interest, taxes, depreciation and amortization
adjusted for restructuring and other non-recurring items for the trailing 12 months, and includes the impact of the divested NAES business.
THIS IS NOT AN OFFER TO
SELL
DIEBOLD
WINCOR NIXDORF
8
Illustrative sources & uses
Sources and uses ($ million)
Sources
Uses
Cash proceeds from asset sale1
$291.0
Wincor purchase price (basic shares outstanding)2
$1,650.7
$520.0 million Senior Secured Revolver due 2020
0.0
Refinance existing Wincor debt (as of 12/31/15)
150.9
Senior Secured Term Loan A due 2020
230.0
Refinance existing Diebold debt (as of 12/31/15)3
633.0
Senior Secured Delayed Draw Term Loan A due 2020
250.0
Excess cash to balance sheet4
331.4
New USD Senior Secured Term Loan B due 2023
1,100.0
Hedging cost and other settlements
33.2
New EUR Senior Secured Term Loan B due 20235
223.9
Estimated fees and expenses
145.3
New Senior Unsecured Notes
500.0
New Equity issued to Wincor6
349.6
Total Sources
$2,944.5
Total Uses
$2,944.5
Note: EUR / USD = 1.1195; ECB rate as of 3/23/16
1) Cash proceeds from sale of NAES business received on February 1, 2016
2) Assumes 100% of
Wincor Nixdorf ordinary shares are tendered; excludes Wincor Nixdorf options dilution of $23.0 million, which are assumed eligible for cash settlement
3) Excludes
India and other debt which is not refinanced
4) Amount prefunded to provide additional liquidity
5) Represents €200.0 Term Loan B
6) Equity issued calculated as Diebold closing price of
$27.02 as of 3/23/16 times 29.8 million Wincor Nixdorf ordinary shares outstanding times exchange ratio of 0.434x
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
9
Illustrative pro forma capitalization
Pro forma capitalization ($ mm)
PF 12/31/15 % of Total Capitalization xPF LTM EBITDA (w/
synergies)
Cash and Cash Equivalents1 $687.4
$520mm Revolver due 2020 $0.0
0.0% 0.0x
Term Loan A due 2020 480.0 10.8% 0.9x
New USD Term Loan B due 2023
1,100.0 24.9% 2.0x
New EUR Term Loan B due 2023 223.9 5.1% 0.4x
Total Senior
Secured Debt $1,803.9 40.8% 3.2x
Net Senior Secured Debt $1,116.5 25.2% 2.0x
New Senior Unsecured Notes 500.0 11.3% 0.9x
Total Debt $2,303.9 52.1% 4.1x
Total Net Debt $1,616.5 36.5% 2.9x
Diebold Market Value of Equity2 1,772.5
40.0%
New Equity issued to Wincor3 349.6 7.9%
Total Capitalization $4,426.1
100.0%
Adjusted EBITDA4 400.7
Run-rate Synergies5 160.0
LTM 12/31/15 PF EBITDA $560.7
Note: EUR / USD = 1.1195; ECB rate as of 3/23/16
1) Incudes Diebold’s Cash and Cash Equivalents of $313.6 million and Wincor Cash and Cash Equivalents of $42.4 million as of 9/30/15 and additional liquidity to balance sheet
of $331.4 million. Includes the proceeds from the sale of Diebold’s NAES business received on February 1, 2016, which are held in escrow and will be released at the closing of the acquisition as a source of funding.
2) Market value as of 3/23/16
3) Equity issued calculated as Diebold closing price of $27.02
as of 3/3/16 times 29.8 million Wincor Nixdorf ordinary shares outstanding times exchange ratio of 0.434x
4) Per adjusted EBITDA reconciliation on page 41
5) Represents run-rate cost synergies; first year cost synergies expected to be $53.0 million
THIS IS NOT AN OFFER TO SELL
10 DIEBOLD
WINCOR NIXDORF
Transaction timetable
March 2016 April 2016
S M T W T F S S M T W T F S
1 2 3 4 5 1 2
6 7 8 9 10 11 12 3 4 5 6 7 8 9
13 14 15 16 17 18 19 10 11 12 13 14 15 16
20 21 22 23 24 25 26 17 18 19 20 21 22 23
27 28 29 30 31 24 25 26 27 28 29 30
= Key Date
Date Event
March 30th Launch Senior Unsecured Notes
March 31st Commitments due on EUR and USD TLB facilities
Price Senior Unsecured Notes
April 5th Allocate TLB facilities
April 20th Notes fund (T+10)
Summer 2016 Closing targeted to occur upon last regulatory approval
THIS IS NOT AN OFFER TO
SELL
11 DIEBOLD
WINCOR NIXDORF
Strategic rationale
Overview of combination
DIEBOLD +
WINCOR NIXDORF
Innovative service solutions spanning the complete value chain
Combines leading innovators to
deliver fully integrated software and self-service technology
Highly complementary geographic presence and customer base
Strongly positioned to pursue $60 billion market including in growth areas of branch automation, omnichannel and mobile
Experienced management team to lead ~$5.2 billion1 global company and deliver $160 million of cost synergies by the end of year 3
“Diebold Nixdorf”
Revenue1
~$5.2 billion
Geographic mix1,2
EMEA
44%
Americas 37%
Asia
Pacific
19%
Closely mirrors the total addressable market distribution
Product mix1
Targeting ~65% mix for services & software
Note 1) Based on trailing 12 months
revenue for Diebold and Wincor Nixdorf through December 31, 2015. Diebold revenue excludes contribution of NAES business which Diebold divested on February 1, 2016. Wincor Nixdorf financials have been converted from Euros to US$ using an ECB
reference exchange rate of 1.1487 Euros/US$.
2) Wincor Nixdorf’s regional revenue split has been adjusted to align more closely with Diebold’s regional
definitions.
THIS IS NOT AN OFFER TO SELL
13 DIEBOLD
WINCOR NIXDORF
Combined company is creating a runway for growth
DIEBOLD +
WINCOR NIXDORF
Strength in services Omnichannel software innovation Innovation accelerates through significant scale Global footprint Opportunity for stronger returns on capital
~$3 billion of services & software revenue1
Packaged & custom offerings backed by
strong professional services organization
More resources for innovative R&D
Diebold’s position in North America combined with Wincor Nixdorf’s position in Europe
Scale benefits
Enhanced services portfolio spanning more markets
Phoenix multi-vendor software capabilities
Combined installed base of nearly 1 million ATMs
worldwide2
Better aligned with addressable market
Expecting $160 million of
annual cost synergies by end of year 3
Broader addressable market of $60 billion
Note: 1) Pro forma for combined company for the twelve months ending Dec 31, 2015
2) According
to the 2014 Retail Banking Research Report
THIS IS NOT AN OFFER TO SELL
14
DIEBOLD
WINCOR NIXDORF
Combined company will be better positioned to provide full spectrum of addressable market opportunities
$60 billion addressable market opportunity for Diebold Nixdorf
Branch
Transformation (~$30 billion TAM)1
Market Size ($bn) Players
Self-service
value-added services $12 NCR G4S NAUTILUS HYOSUNG LOOMIS GLORY BRINKS CA CUMMINS ALLISON
Branch Transformation 4
HW & SW, Break-fix Services 7
Cash-in Transit, Behind the Counter 7
Total $30
Payment (~$15 billion TAM)1
Market Size ($bn) Players Growth opportunities are primarily in developed countries
Aevi $10
NCR SAMSUNG IBM SAP Alibaba Group fiserv jack henry ASSOCIATES INC. PayPal Infosys
Omnichannel 5
Total $15
Retail Automation (~$15 billion TAM)1
Market Size ($bn) Players
HW & SW Peripherals $8 NCR micros FUJITSU FEC GLORY TOSHIBA
Leading Innovation hp CA CUMMINS ALLISON
HW & SW Maintenance 6
Back-end
Cash Management 2
Total $16
Source: 2015 data provided by Retail Banking
Research, Bain, IHL Data and Diebold internal analysis.
Note: 1) Total addressable market.
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DIEBOLD
WINCOR NIXDORF
15
Industry overview
Physical currency is an integral and growing enabler of global commerce
Consumers use cash in 85% of all transactions
100%
75%
50%
25%
0%
15%
85%
Volume
Cash
All Other
Cash will continue to grow through 2020 at 3% CAGR
Younger generation has higher cash preference
Age (years)
18 - 24 40%
25 - 34 31%
35 - 44 31%
45 - 54 32%
55 - 64 25%
65 & Older 25%
0% 25% 50%
Notes in circulation has increased significantly
Billions CAGR
Euro 9 19 ~8%
US Dollar 24 38 ~4%
2003 2015
Over half the global population is without a bank account, yet three-quarters have a mobile phone
Unbanked 56% 17% 64%
Banked 44% 83% 36%
Global High Income Countries Developing Countries
Source: Federal Reserve of San Francisco
Study, “Cash Continues to Play a Key Role in Consumer Spending”, April 2014; MasterCard Advisors; The World Bank; The Mercator Group
THIS IS NOT AN OFFER
TO SELL
DIEBOLD
WINCOR NIXDORF
17
ATMs bridge the physical and digital worlds of cash
Projected growth in global ATM installed base and volume of cash withdrawals
Global Installed
Base Forecast and Total Volume of Cash Withdrawals
Installed Base – Bank and Non-Bank ATMs
5,000,000 7-Year CAGR global installed base up 5.5% 160
4,500,000
4,000,000 140 Projected 7-Year CAGR
3,500,000 Global installed base up 5.5%
3,000,000 120
2,500,000 - Developed markets up ~1%
Total Volume of Cash Withdrawals (billions) - Emerging markets up ~7%
2,000,000 100
1,500,000 Volume of cash withdrawals up 5.8%
1,000,000 80
500,000
0 60
2013 2014 2015F 2016F 2017F 2018F 2019F 2020F
Installed Based - Developed Installed Based -
Emerging Volume of Global Cash Withdrawals
Source: Retail Banking Research 2015 report – Global ATM Market and Forecasts to 2020
Note: Developed markets include North America and Western Europe, emerging markets include Latin America, Middle East, Africa, Central Europe, Eastern Europe and Asia Pacific
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DIEBOLD
WINCOR NIXDORF
18
Three main phases characterize the transformation in the way people connect with their money
1 Money Access Automation
Next 3-5 years
Shift led by financial and retail industries as labor costs increase
Complete portfolio –
HW, SW and Services
2 Mobile Payments
Next 5-10 years
Dominant mobile payment platforms and players emerge
Portfolio components – not complete;
e.g. Aevi, GAS
3 Transformative Change – Cash 2.0
Next 10+ years
Pronounced shift from physical cash to digital currency
Broad adoption of
alternative exchange media, including crypto currencies like Bitcoin
Portfolio TBD; no components in current combined portfolio
Complementary trends in Banking and Retail
Extend across payments value chain
Focus on NextGen fraud and security
Better positioned for replacement cycle
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
19
Market transformation will lead to a more complex competitive landscape
From current structure to highly competitive market place
1 AP headquartered ATM competitors
becoming more competitive
50% of global HW TAM sits in AP
China market to go
nationalistic / AP players expanding into Europe
Increase in recycling technology
2 Value Chain Convergence
IAD-owned
16%
ATM
Bank-owned
84%
Independent ATM deployment (IAD) on the rise
Cash-in-transit (CIT) carriers moving into ATM
maintenance service
Large outsourcer aggressively moving in
3 Branch
Transformation / Automation drives Market Convergence
Bank multi - channel
Teller Channel
Self-Service
Mobile
Online
Competition from Teller Channel
Vendor
… and Impact of Transformation in Payment Industry
Apple Pay
PayPal to acquire mobile wallet provider
Paydiant
Digital currencies
THIS IS NOT AN OFFER TO SELL
Diebold
Wincor Nixdorf
Source: RBR 2014 Data.
20
Branch automation rationale – as presented by a top U.S. bank
% of ATM enabled
consumer transactions
90%
50%
Current +2016
Transaction migration to ATMs and remote capture
Consumer Banking household
transactions by channel in 2014
100% 75% 50% 25% 0%
1%
10% 10%
37%
48%
90%
62%
42%
2007 2010 2014
Teller ATM Remote Capture
Annual teller transactions (mm)1
~(100)
2012 2015
Transactional Staff (K)2
~(12)
2012 2015
Cost per deposit by channel
$ 0.75
$ 0.50
$ 0.25
$ 0.00
$0.65
$0.08
$0.03
Teller
ATM
Remote Capture
(mobile & online)
Began rolling out next generation ATMs and new software to enhance functionality
1 Increasing
ATM capacity in high volume branches
2 Increasing withdrawal limits
3 Higher
funds availability through integration of cash recyclers
% of Consumer Banking customers using each channel 4Q15
79%
Mobile
38%
53%
Online
47%
80%
ATM
63%
56%
Branch
68%
Millenials (18-35)
Non-Millennials (36+)
Source: JPMorgan Chase & Co. Corporate Investor Days on February 24, 2015 and February 23, 2016, internal corporate assumptions
1) Teller transactions include all open households that transact in the branch for that respective year; 2) Transactional staff includes tellers, sales and service associates and
assistant branch managers
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DIEBOLD WINCOR NIXDORF
21
Diebold and Wincor overview
DIEBOLD - Who We Are
Overview
Leading provider of self-service solutions to financial, commercial
and other markets
Founded in 1859; headquartered in North Canton, Ohio
~15,000 employees in more than 90 countries
Revenue of $2.4 billion and
non-GAAP operating profit1 of $135 million during 2015
Market capitalization of ~$1.8 billion2
Meaningful business relationships with each of the top 10 banks in US
Highly experienced
management team with successful track record of operational and financial performance
Services-led
Nearly 60% of revenue from software & services
>80% attach rate and 95% renewal rate
~100K ATMs under service contract in North America
with ~30% consisting of
managed services
~8,500 service professionals
Software-enabled
Phoenix is a leader in multi-vendor software
Supported by innovative hardware
Greater capacity and reliability from new family of self-service solutions
Cardless
self-service solutions
Automating the way people connect with their money
Note:
1) GAAP operating profit of $59 million adjusted for restructuring,
software impairment, Venezuela divestiture, legal, indemnification and professional fees, acquisition / divestiture fees, Brazil indirect tax and other non-routine income / expenses of $76 million.
2) As of March 23, 2016
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DIEBOLD WINCOR NIXDORF
23
Diebold 2.0 Transformation – Walk Phase Objectives
Transitioned to the Walk phase in 2015
2014 2015 2016 2017+
CRAWL
WALK
RUN
Pillars
COST
CASH
TALENT
GROWTH
Objectives – Walk Phase
1. Greater emphasis on improving revenue mix and top line growth
in services and software
2. Grow managed, multi-vendor and professional services
3. Grow software business through Phoenix
4. Increase IP, invest in R&D and services and
collaborate with customers
5. Shape business portfolio
Pending Wincor Nixdorf
combination
China joint venture with Inspur
North America electronic security
divestiture
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DIEBOLD WINCOR NIXDORF
24
Diebold – Financial Self-Service overview
Revenue ($ millions)
In constant currency, revenue increased by $72.7 million, or 3.3%, in
2015 compared to 2014
$2,138 $2,312 $2,166 $2,197 $2,109
2011A 2012A 2013A
2014A 2015A
Growth: 4.5% 8.2% n/a 1.4% (4.0)%
Source: Company filings and
presentations
Note: FY 2013-2015 exclude revenue from NAES business
Key
products
Self-service terminals
Assisted transaction solutions
Diebold-series-terminals
Activ Modules
Cash Despensers
Cash recyclers
Teller cash automation
Remote teller system
Deposit automation
In-branch technology
Self-service security
Drive up solutions
Key software
Vista
Commander
Xpression
Self-service ATM software for multi vendor
Provides rapid web services and channel integration
Provides open framework to deliver personalization, and to manage content and change in your self-service network
Provides transformation solutions
Also provides enterprise integration to migrate routine
teller transactions
Geographic locations
Offices
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
25
Leading global service capabilities
Signed services deals with more than $350 million in total contract value during 2015
Strong
Foundation
Cover entire service value chain
Consult Design Build Run
1 With ~8,500 service professionals Diebold has a global service organization
2 IT investments in field service apps and infrastructure as part of Diebold 2.0
3 >80% service attach rate with ~95% renewal rate
4 Line of sight on ~2/3 of revenue at
start of fiscal year
5 More than ~13,000 competitive units under service contract in North America
Opportunities
Value Added Services
Managed services and outsourcing Professional services around branch automation Multi-vendor service
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
26
Services-led, software-enabled, supported by innovative hardware
Transformation initiatives improving mix of revenue and higher gross margins
100% 50%
Services & Software
56 57 58 59 65
Product1 44 43 42 41 35
2012 2013 2014 2015 Mid-term
Total Diebold Non-GAAP Margin Performance2 Mid-term
Service Gross Margin 27.0% 28.1% 32.1%
33.3% ~35%
Product Gross Margin 23.1% 18.6% 20.2% 18.7% ~20%
Total Gross
Margin 25.1% 23.8% 26.4% 27.1%
Note: Revenue mix excludes North America electronic security business
1 Excludes Brazil other from hardware revenue
2 Non-GAAP gross margin is the percentage of
GAAP gross margin adjusted for restructuring and non-routine items.
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
27
Managed services – Outsourcing
Largest Bank ATM fleet in North America
Diebold Managed ATMs
Largest Bank ATM Networks
5,000+ US Bank
8,600+ PNC
12,500+
Wells Fargo
15,500+
Bank of America
16,000+
JP Morgan Chase
28,000+ Diebold
TD
fsg BANK
AMERICA FIRST CREDIT UNION
Source: 2015 RBR report and Diebold internal estimates.
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
28
Diebold – Total Security overview
Revenue ($ millions)
In constant currency, revenue decreased by $13.5 million, or 4.3%, in
2015 compared to 2014
$606 $624 $344 $312 $293
2011A Growth: (3.9)%
2012A 3.0%
2013A n/a
2014A (9.3)%
2015A (6.3)%
Source: Company filings and presentations
Note: FY 2013-2015 exclude revenue from NAES
business
Key solutions
Barrier solutions
Monitoring solutions
Geographic locations
Safes
Vault systems
After hours depositories
Lock systems
Secure vestibule
Teller stations
Manages accessibility to facilities, rooms and assets
Provides intrusion monitoring services
Provides installation and monitoring of fire detection system
Provides video
solutions to capture activities
Provides customized integrated services for security program
Offices
THIS IS NOT AN OFFER TO SELL
DIEBOLD
WINCOR NIXDORF
29
Wincor Nixdorf overview
Corporate profile
Leading IT solutions provider for banks and retailers
Headquartered in Paderborn, Germany
~9,500 employees located in 130 countries
Revenue of €2.4 billion in FY2015 (€2.5b in LTM 12/31/15)
Main
production sites in Germany and China
Advanced technology and software capabilities
Blue chip client base including:
25 out of the top 25 banks in Europe
24 out of the top 25 retailers in Europe
Exciting growth opportunities for cashless payments
business (Aevi)
Delivering automation and omnichannel solutions to customers
Banking
Hardware Software Professional Services Services
Automatia
BANQUE POPULAIRE
HSH NORDBANK
BAWAG PSK
CREDIT AGRICOLE
Santander
finanz informatik
Clientis Zurcher Regionalbank
COMMERZBANK
Banco de Venezuela
CSOB
BARCLAYS
HALKBANK
KUVEYTTURK
URAL BANK
for Reconstruction and Development
Retail
Hardware Software Professional Services Services
IKEA
U
s.Oliver
tegut…
gute Lebensmittel
EROSKI
POCO Domane
Shell
TESCO
Dansk
Supermarked
LEROY MERLIN
DIEBOLD WINCOR NIXDORF
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Wincor – Banking overview
Business overview
Provides banks with a range of automated and self-service systems, such as
automated teller machines (ATMs)
Also provides multi-channel Software for Banks
Key products & solutions include:
Automation and migration to
self-service
Protecting retail banks against cyber attack
Also offers an open
and flexible software architecture providing multichannel support and the option to restructure sales and service processes
Key products
Cash dispenser
Full function ATM
Deposit system
Automated teller safes
Terminals
Banking peripherals
Security components
Cash recycling systems
Key customers
air bank
Automatia
CAISSE D’EPARGNE
HALKBANK
ICBC
COMMERZBANK
4X BANQUE POPULAIRE
CSOB
BAWAG PSK
Banco de Venezuela
Finanz informatik
KUVEYTTURK
Kreissparkasse Koln
Ural Bank for Reconstruction and Development
BAWAG PSK
HSH NORDBANK
Clientis Zucher Regionalbank
Key software
Channel delivery: Enable customers to reduce their costs and to improve the
efficiency by automating their distribution channels
Management & optimization: Provides cash management and monitoring solutions
Security: Enables the control of ATMs and prevent payment fraud
Banking business enabling:
Enables banks to automate cash transactions in branches Revenue (€ millions) CAGR 2011A–2015A: 0.9% €1,527 €1,524 €1,614 €1,566 €1,582 €1,597 2011A 2012A 2013A 2014A 2015A
LTM 12/31/15
Growth:
2.0%
(0.2)%
5.9%
(3.0)%
1.0%
n/a
Source: Wincor materials
Note: FYE 9/30
Key services
Global deployment: Provides installations of systems and modernizations of bank
branches
ATM management: Provides monitoring of systems, maintenance services and handling of operating activities in branches
Cash cycle management: Provides minimization of money supply in circulation and projection of optimal intervals of cash supply
Transformational outsourcing: Supports IT infrastructure outsourcing
DIEBOLD WINCOR NIXDORF
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Wincor – Retail overview
Business overview
Offers retail stores Electronic Point of Sale (POS) systems, automated
self-checkout systems, cash management solutions and automated reverse vending machines for the return of bottles and containers
Services are designed to enable
retailers to structure and control globally standardized processes
Offers services including:
Checkout processes
Reverse vending
Software architecture
Key products
Self checkout solutions
WINCOR NIXDORF
POS systems
Peripherals
Pay tower solutions
Cash cycle management
Interactive kiosk solutions
Reverse vending systems
Electronic shelf labelling
Key customers
Dansk Supermarked
EROSKI
TESCO
IKEA
LEROY MERLIN
POCO Domane
Shell
s.Oliver
tegut… gute Lebensmittel
LEDERUNDSCHUH
MOBEL MARTIN
U
Revenue (€ millions)
€801 €819 €851 €903 €845 €917 2011A
2012A 2013A 2014A 2015A
LTM 12/31/15 Growth: 8.0% 2.2% 3.9% 6.1% (6.4)% n/a
Source: Wincor materials
Note: FYE 9/30
Key software
Retail store solutions: Provides solutions at POS systems and self checkout
systems
Retail cash management: Provides automation for safeguarding of cash, the cash recycling systems and the planning of money transports
Enterprise solutions: Manages whole store network between headquarters & branches
Reverse-vending solutions: Provides monitoring of machines and integration of reverse vending solutions in POS-systems
Key services
Global deployment: Provides installations of POS systems
Availability services: Provides maintenance services
Store lifecycle management: Provides
solutions to support retailers’ day-to-day operational IT activities and optimize their IT processes
Cash cycle management: Provides services to optimize cash
handling
DIEBOLD WINCOR NIXDORF
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Financial overview
Summary of key credit highlights
1 Forms a leading provider of self-service solutions with balanced geographic footprint
2
Comprehensive product and service offerings create platform to drive organic growth
3 Large global ATM installed base provides services and software opportunity
4 Well-positioned to capitalize on dynamic industry conditions
5 Significant
deleveraging driven by execution of the synergy plan
6 Experienced management team comprised of top Diebold and Wincor personnel
DIEBOLD WINCOR NIXDORF
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Diebold historical pro forma operating metrics
Sales1 ($mm) FYE 12/31
$2,836 $2,992 $2,583 $2,735 $2,419
2011 2012 2013 2014 2015
Growth: 0.4% 5.5% n/a 5.9% (11.5)%
1 FY 2011-2012 financials are not restated and include NAES business; FY 2013-2015 financials are restated and exclude revenue from NAES business
Adjusted EBITDA1 ($mm)
FYE 12/31 $324 $300 $233 $295 $229
2011 2012 2013 2014 2015
Margin: 11.4% 10.0% 9.0% 10.8% 9.5%
1 FY 2011-2012 financials are not restated and include NAES business; FY 2013-2015 financials are restated and exclude revenue from NAES business; Adjusted EBITDA reconciliations
can be found on page 41 of this presentation
Adjusted EBITDA minus Capex1 ($mm)
FYE 12/31 $269 $250 $199 $235 $177
2011 2012 2013 2014 2015
% Rev.: 9.5% 8.4% 7.7% 8.6% 7.3%
1 FY 2011-2012 financials are not restated and include NAES
business; FY 2013-2015 financials are restated and exclude revenue from NAES business
Capex1 ($mm)
FYE 12/31 $55 $50 $34 $60 $52
2011 2012 2013 2014 2015
% Rev.: 1.9% 1.7% 1.3% 2.2% 2. 2%
1 FY 2011-2012 financials are not restated and include NAES
business; FY 2013-2015 financials are restated and exclude revenue from NAES business
Source: Company filings, investor presentations, company estimates
DIEBOLD WINCOR NIXDORF
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Diebold cost structure improvements – cost reduction target of $200 million through 2017
Cost Savings Program
Cost Savings $200 million
Investments ($100 million)
Net Savings $100 million
Net Savings1 Progression – 50% of Total Cost Savings ($ millions)
2013 2014 2015 2016
2017
Total: $100
$30 $25 $20 $15 $10
Note: 1) Realized $75 million in net savings as of 12/31/15
DIEBOLD WINCOR NIXDORF
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36
Wincor historical operating metrics
Revenues (€mm)
FYE 9/30
€2,328 €2,343 €2,465 €2,469 €2,427 €2,514
2011 2012 2013 2014
2015 LTM 12/31/15
Growth: 4.0% 0.6% 5.2% 0.2% -1.7% n/a
Note: LTM 12/31/15
revenue calculated as FY2015 revenue of €2,427mm plus Q1 2016 revenue of €727mm minus Q1 2015 revenue of €640mm
Adjusted EBITDA minus Capex
(€mm)
FYE 9/30
€185 €171 €176 €153 €122
€151
2011 2012 2013 2014 2015 LTM 12/31/15
% Rev.: 7.9% 7.3% 7.1% 6.2%
5.0% 6.0%
Source: Wincor filings
Note: Wincor capex only includes cash
payments made for investment in property, plant and equipment
Adjusted EBITDA1 (€mm)
FYE 9/30
€228 €217 €215 €201 €161 €190
2011 2012 2013 2014 2015 LTM 12/31/15
Adj. Margin: 9.8% 9.3% 8.7% 8.1% 6.6% 7.5%
1 Defined as EBITDA per filing plus restructuring charges and share-based compensation Note: 2014 adjusted EBITDA excludes net income from sale of building in Singapore; LTM
12/31/15 EBITDA calculated as FY2015 EBITDA of €161mm plus Q1 2016 EBITDA of €79mm minus Q1 2015 EBITDA of €50mm; EBITDA reconciliations can be found on page 42 of this presentation
Capex (€mm)
FYE 9/30
€43 €46 €48 €39 €39 €39
2011 2012 2013 2014 2015
LTM 12/31/15
% Rev.: 1.9% 2.0% 1.6% 1.9% 1.6% 1 .6%
Note: Wincor capex only includes cash payments made for investment in property, plant and equipment; LTM 12/31/15 capex calculated as FY2015 capex of €56mm plus Q1 2016 capex
of €9mm minus Q1 2015 capex of €9mm
DIEBOLD WINCOR NIXDORF
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NOT AN OFFER TO SELL
37
Attractive pro forma financial model
Revenue, Synergies & Operating Margins
Revenue cross-sell / up-sell opportunities
Expect to improve revenue mix of services & software
~$160 million of
annual cost synergies by end of year 3
Additional benefits expected from current cost savings programs underway at both companies
Capital Allocation Priorities
Strong financial performance will support deleveraging from 4x
net debt/EBITDA1,2 at closing to consistently below 3x net debt/EBITDA2 by end of year 3
Following the transaction close, combined company intends to pay a
dividend of approximately 1/3 of Diebold’s current annual cash dividend per share, subject to market and other conditions
Reinvest in innovative software and
solutions
Note: 1) Net debt/EBITDA is defined as long-term debt plus short-term debt minus cash, cash equivalents and short-term investments, divided by earnings
before interest, taxes, depreciation and amortization adjusted for restructuring and other non-recurring items for the trailing 12 months. This ratio takes into account the divestiture of Diebold’s NAES business.
3) EBITDA does not include anticipated synergies.
DIEBOLD WINCOR NIXDORF
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38
Making progress on integration planning
A Synergies
Developing action plans to accelerate the realization of combination benefit
initiatives after close
Accountability for cost synergies will be assigned immediately following the close
B Leadership
Leadership structure outlined in the business combination agreement
Future business model defined
by Line of Business
by Region
C Restructuring
Wincor Nixdorf increased its savings targets from the company’s previously-announced 7-point restructuring plan
Diebold reaffirmed its net savings plan for the Diebold 2.0 transformation
100%
Prior Current
0% Close Year 1 Year 2 Year 3
CEO Andy Mattes
CFO Chris Chapman
President Eckard Heidloff
Chief Integration Officer
Jürgen
Wunram
3 LOB Leaders General Counsel
Creating the premier self-service company for
financial & retail markets
DIEBOLD WINCOR NIXDORF
THIS IS NOT AN
OFFER TO SELL
39
Detailed cost synergy plans
Combination benefit initiatives
Revenue
COGS
(~$90 million)
Opex
(~$70 million)
Increase sale of services
Cross sell software
Direct materials - scale
Streamlined solutions
Higher direct service utilization
Rationalize coverage overlap
Integrate corporate & regional resources
Rationalize operational functions
Back-office harmonization
Cost Synergy Break-down
Product Component
Coverage
Shared services
Purchasing
R&D and product management
Plant consolidation
COGS (service cost)
SG&A
Consolidate spend base and renegotiate contracts
Standardize components across product lines
(e.g., deposit automation, processors)
Optimize resources across solution sets
Consolidate components and/or products ~40%
Consolidate assembly within major
hubs
Leverage new China Joint Venture with Inspur Group
Rationalize service
delivery at country level to achieve better density and efficiencies ~30%
Rationalize overlapping regional sales management
Frontline salesforce/sales admin maintained
Regional and corporate SG&A synergies ~30%
~$160 million of annual cost synergies by end of year 3
DIEBOLD WINCOR
NIXDORF
THIS IS NOT AN OFFER TO SELL
40
Diebold Adjusted EBITDA reconciliation
Adjusted EBITDA reconciliation
($mm) 2011 2012 2013 2014 2015 PF 12/31/15
Income (loss) from continuing operations before taxes $158.9 $110.9 ($141.8) $154.7 $45.8 ($177.5)
Interest expense 34.5 30.3 29.2 31.4 32.5 144.2
Depreciation and amortization expense 79.9
78.6 82.4 73.4 64.0 201.4
Less: Income attributable to noncontrolling interests, net of tax (7.3) (5.9) (5.1) (2.6) (1.7) (3.2)
EBITDA $266.0 $213.9 ($35.3) $256.9 $140.6 $164.9
Stock based compensation $14.3 $13.8 $15.4
$21.5 $12.4 18.3
Gain on sale of assets, net (1.9) (1.2) (2.4) (12.9) (0.6) (0.6)
Restructuring expenses 26.2 15.2 53.2 11.6 21.2 113.1
Impairment of assets 3.0 15.8 72.0 2.1
18.9 18.9
Venezuela devaluation -- -- 1.6 12.1 7.5 7.5
Legal, indemnification
and professional fees 16.5 16.8 5.1 9.2 14.7 14.7
Acquisition / divesiture fees -- -- -- -- 21.1 21.1
Acquisition related hedging -- -- -- -- (7.0) (7.0)
Purchase accounting adjustments -- -- --
-- -- 49.2
Brazil indirect tax -- -- 0.8 (5.8) 0.2 0.2
Legal settlements --
-- 45.2 -- -- --
Executive severance -- -- 9.3 -- -- --
Pension -- 21.9 67.6
-- -- --
Other -- 3.4 -- -- 0.4 0.4
Adjusted EBITDA $324.0 $299.6 $232.5
$294.7 $229.4 $400.7
Cost synergies 1 53.0
Pro Forma Adjusted EBITDA $453.7
Source: Company filings
Note: 2011 and 2012 financials are based on
historical filings and include result of North America electronic security business; 2013 – 2015 financials are based on 2015 10-K, which has been restated to exclude North America electronic security business; Diebold’s fiscal year ends
on 12/31
1) Represents first year cost synergies; full run-rate cost synergies of $160.0 million expected to be achieved by the end of third year following the
completion of the acquisition
DIEBOLD WINCOR NIXDORF
THIS IS NOT AN OFFER TO
SELL
41
Wincor Adjusted EBITDA reconciliation
Adjusted EBITDA reconciliation
(€mm) 2011 2012 2013 2014 2015 Q1 2015 Q1 2016 LTM
12/31/2015
Net profit on operating activities € 162.4 €101.1 €131.5 €155.0 €21.9 €36.6 €53.9 €39.2
Amortization/depreciation of property rights, licenses and property, plant and equipment 54.2 65.0 53.1 54.4 51.8 11.4 12.8 53.2
Write-down of reworkable service parts 8.7 7.8 6.5 6.6 2.4 0.8 2.0 3.5
EBITDA € 225.3
€ 173.8 € 191.1 € 215.9 € 76.1 € 48.9 € 68.7 € 95.9
Stock-based compensation 2.7 3.6 4.1 4.9 5.1 1.1 (2.0) 2.0
Sale of building in Singapore -- -- -- (20.0) -- -- -- --
Restructuring expenses 0.0 40.0 20.0
0.0 80.0 0.0 12.0 92.0
Adjusted EBITDA € 227.9 € 217.4 € 215.2 € 200.8 € 161.1 € 50.0 € 78.7 € 189.8
Source: Wincor Nixdorf annual report
Note: Wincor Nixdorf fiscal year ends on 9/30
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42
Exhibit 99.2
Diebold – Social Media Communications, Twitter
The following communications were or will be made available by posts on Twitter:
| Tweet 1: | We’ve achieved a critical step toward creating a leading self-service company: | |
| http://dbdinc.co/1HhohL6 Info: http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/status/715162936637939712] | ||
| Tweet 2: | A milestone achieved: http://dbdinc.co/1HhohL6 Important info: | |
| http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/status/715209503961034753] | ||
| Tweet 3: | Press release: News on the proposed business combination | |
| http://dbdinc.co/1HhohL6 Important info: http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/status/715242220073267200] | ||
| Tweet 4: | Announcement: We have successfully completed the initial share tender period: | |
| http://dbdinc.co/1HhohL6 Info: http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/] | ||
| Tweet 5: | Our historic transformation takes the next step: | |
| http://dbdinc.co/1HhohL6 Important info: http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/] | ||
| Tweet 6: | Latest news on combination with Wincor Nixdorf: | |
| http://dbdinc.co/1HhohL6 Important info: http://dbdinc.co/21cfGQa | ||
| [Link to https://twitter.com/DieboldInc/] | ||
Exhibit 99.3
Diebold – Social Media Communications, LinkedIn
The following communication was made available by a post on LinkedIn:
Diebold is poised to enter the next phase of our transformation with the successful completion of the initial share tender period for Diebold’s takeover offer for shares of Wincor Nixdorf. http://dbdinc.co/1HhohL6 Important info: http://dbdinc.co/21cfGQa
[Link to https://www.linkedin.com/hp/update/6120916045613015040]
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
In connection with the proposed business combination, Diebold has filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on February 5, 2016, that includes a prospectus of Diebold to be used in connection with the offer. In addition, on February 4, 2016, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) approved the publication of the German offer document in connection with the offer. Diebold has published the German offer document on February 5, 2016. The acceptance period for the offer expired at the end of March 22, 2016 (Central European Time) and a statutory additional acceptance period has begun on March 30, 2016, and will end on April 12, 2016, 24:00 hours (Central European Summer Time).
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND THE OFFER DOCUMENT, AS WELL AS OTHER DOCUMENTS THAT HAVE BEEN OR 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 AND THE OFFER BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the prospectus, an English translation of the offer document, 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. 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 free of charge from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany, or by e-mail to dct.tender-offers@db.com or by telefax to +49 69 910 38794.
This document is neither an offer to purchase nor a solicitation of an offer to sell shares of Wincor Nixdorf or Diebold. Terms and further provisions regarding the public offer are disclosed in the offer document, which was published on February 5, 2016, and in documents filed or 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 prospectus, the offer document and all documents in connection with the public offer because these documents 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 a German offer document in accordance with applicable European regulations, including the German Securities Acquisition and Takeover Act 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 the prospectus that is attached as Annex 4 to the German offer document and has been filed with the SEC. 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.