Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
November 7, 2018 - North Canton, Ohio, United States of America - Diebold Nixdorf, Inc. and Diebold Nixdorf AG have agreed today to implement a Merger of Diebold Nixdorf AG (as transferring entity) into Diebold Nixdorf Holding Germany Inc. & Co. KGaA ("Diebold KGaA"), a wholly-owned direct subsidiary of Diebold Nixdorf, Inc., as surviving entity, in order to further simplify the structure of the Diebold Nixdorf group. In this context, a squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG against adequate cash compensation pursuant to Sections 62 para. 1 and para. 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) would be consummated. As a result of such merger squeeze-out, Diebold Nixdorf AG would cease to exist and the listing of Diebold Nixdorf AG shares on the Frankfurt Stock Exchange would be terminated. Diebold KGaA currently owns 28,006,679 shares in Diebold Nixdorf AG corresponding to 93.9% of the share capital of Diebold Nixdorf AG (excluding treasury shares).
Accordingly, Diebold KGaA will enter into negotiations with Diebold Nixdorf AG on a merger agreement, the completion of which will be subject to the approval of the supervisory board of Diebold Nixdorf AG. Following execution of the merger agreement, an extraordinary shareholders' meeting of Diebold Nixdorf AG will be called to resolve on the transfer of the shares of the remaining shareholders of Diebold Nixdorf AG to Diebold Nixdorf AG against adequate cash compensation. The extraordinary shareholders' meeting is expected to take place in the first quarter of 2019.
If prior to the publication of the convocation notice for the extraordinary shareholders' meeting of Diebold Nixdorf AG, outstanding shareholders of Diebold Nixdorf AG tender their shares to Diebold KGaA under the cash compensation offer in connection with the domination and profit-and-loss transfer agreement between Diebold KGaA as controlling entity and Diebold Nixdorf AG as controlled entity in such numbers that Diebold KGaA acquires at least 95% of the share capital of Diebold Nixdorf AG (excluding treasury shares), Diebold Nixdorf, Inc. and Diebold KGaA may consider initiating a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) instead of a merger squeeze-out. In any event, such corporate squeeze-out would be conducted on the same terms and within the same time frame as outlined herein and neither the legal nor the economic position of the outstanding shareholders of Diebold Nixdorf AG would change as a result of such shift from the merger squeeze-out to a corporate squeeze-out procedure.
North Canton, November 7, 2018
Diebold Nixdorf, Incorporated
Accordingly, Diebold KGaA will enter into negotiations with Diebold Nixdorf AG on a merger agreement, the completion of which will be subject to the approval of the supervisory board of Diebold Nixdorf AG. Following execution of the merger agreement, an extraordinary shareholders' meeting of Diebold Nixdorf AG will be called to resolve on the transfer of the shares of the remaining shareholders of Diebold Nixdorf AG to Diebold Nixdorf AG against adequate cash compensation. The extraordinary shareholders' meeting is expected to take place in the first quarter of 2019.
If prior to the publication of the convocation notice for the extraordinary shareholders' meeting of Diebold Nixdorf AG, outstanding shareholders of Diebold Nixdorf AG tender their shares to Diebold KGaA under the cash compensation offer in connection with the domination and profit-and-loss transfer agreement between Diebold KGaA as controlling entity and Diebold Nixdorf AG as controlled entity in such numbers that Diebold KGaA acquires at least 95% of the share capital of Diebold Nixdorf AG (excluding treasury shares), Diebold Nixdorf, Inc. and Diebold KGaA may consider initiating a corporate squeeze-out pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz - AktG) instead of a merger squeeze-out. In any event, such corporate squeeze-out would be conducted on the same terms and within the same time frame as outlined herein and neither the legal nor the economic position of the outstanding shareholders of Diebold Nixdorf AG would change as a result of such shift from the merger squeeze-out to a corporate squeeze-out procedure.
North Canton, November 7, 2018
Diebold Nixdorf, Incorporated
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