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January 8, 2013
09:15 EDTDBDGabelli says contacted by person interested in joining Diebold board
Gabelli, owner of 7.51% of Diebold's outstanding shares, disclosed that it sent a letter to Diebold notifying it that Gabelli was contacted by an individual who informed the investment firm of his interest and qualifications to serve on the company's board. Gabelli said it is currently evaluating its options with regards to the upcoming time period to submit director nominations and will come to a decision in accordance with the procedures set forth in Diebold's proxy statement. Gabelli added that it called on the Diebold to have cumulative voting in place for the election of directors at the upcoming annual meeting of shareholders.
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November 23, 2015
12:08 EDTDBDOn The Fly: Top stock stories at midday
Stocks on Wall Street were slightly higher at midday but have moved in a very narrow trading range throughout the morning. The market, coming off one of its best weeks of the year, appears to be consolidating its gains amid the increased caution that prevails worldwide, highlighted by the ongoing lockdown of Brussels due to its assessment of a "serious and imminent" terrorist threat. There was little help from the day's economic data, as reports on manufacturing and existing home sales both came in below expectations. ECONOMIC EVENTS: In the U.S., Markit's flash manufacturing PMI for November fell 1.5 points to 52.6, missing expectations for a 54.0 reading. Existing home sales dropped 3.4% to a 5.36M rate in October, lower than the forecast for a 5.4M rate. The Chicago Fed National Activity Index showed a reading of -0.04, versus the expected +0.05 reading. In Europe, Markit's composite services and manufacturing PMI rose to 54.4 in October from a prior reading of 53.9. That reading marks the euro-area's highest level since May 2011. COMPANY NEWS: As telegraphed in recent media reports, Pfizer (PFE) and Allergan (AGN) announced plans to combine, creating the world's largest drugmaker. The companies have entered into a definitive merger agreement under which they will combine in a stock transaction valued at $363.63 per Allergan share, for a total enterprise value of approximately $160B, based on the closing price of Pfizer common stock on November 20. Amid concerns that regulators may try to block the huge deal, or make rule changes that will make it less lucrative, Pfizer shares declined more than 2.5% while Allergan saw a similar percentage slide... Alcoa (AA) jumped more than 5% higher after activist investor Elliott Management revealed a 6.4% stake, saying it seeks to engage in a "constructive dialogue" regarding the company's recently spin-off transaction as well as a number of added opportunities it sees to maximize shareholder value. In other activist investor news, Carl Icahn said in an open letter that his talks with AIG (AIG) CEO Peter Hancock make it "abundantly clear" that he is not willing to take the bold steps that Icahn has pushed for, including the suggestion that the insurer separate into three public companies to shrink below the threshold for systemically important financial institutions. Icahn added that he intends to commence shortly a consent solicitation that will enable shareholders to express their views directly to the board, which may include a proposal to add a new director who would agree in advance to succeed Hancock as CEO if asked by the board to do so. MAJOR MOVERS: Among the noteworthy gainers was Tyson Foods (TSN), which rallied 9% after reporting quarterly results and guiding for fiscal 2016. Also higher was Chipotle (CMG), which rebounded 5% after several analysts opined on the company's outlook after shares pulled back Friday as the company confirmed that six new cases of E. coli linked to its restaurants had been identified in four additional states. In addition, SunEdison was up 9% after the company announced that CFO Brian Wuebbels will take over as the president and CEO at its two "YieldCos." Among the notable losers was GameStop (GME), which fell 7.5% after reporting weaker than expected Q3 results. Electronic Arts (EA) and Activision Blizzard (ATVI), whose games are sold at GameStop, slipped nearly 6% and 0.5%, respectively, after the retailer's report. Also lower was Diebold (DBD), which dropped 8% after it announced that it will acquire Wincor Nixdorf in a cash and stock deal valued at $1.8B. INDEXES: Near midday, the Dow was up 7.52, or 0.04%, to 17,831.33, the Nasdaq was up 14.78, or 0.29%, to 5,119.70, and the S&P 500 was up 4.64, or 0.22%, to 2,093.81.
07:45 EDTDBDDiebold to hold a conference call
Management discusses a business agreement combination with Wincor Nixdorf AG on a conference call to be held on November 23 at 8 am. Webcast Link
05:34 EDTDBDDiebold to acquire Wincor Nixdorf in cash, stock deal valued at $1.8B
Diebold and Wincor Nixdorf AG announced that the companies have entered into a business combination agreement. Pursuant to the business combination agreement, Diebold will launch a voluntary public tender offer to all shareholders of Wincor Nixdorf. Under the terms of the agreement, Diebold will offer Wincor Nixdorf shareholders EUR 38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf share. This transaction values Wincor Nixdorf, including net debt, at approximately $1.8B, or EUR 1.7B. The combined company had pro forma revenue of approximately $5.2B, for the trailing 12 months ended Sept. 30, excluding revenue attributable to Diebold's North America electronic security business, which it recently agreed to divest. Following completion of the offer and subject to certain approvals, the combined company will be named Diebold Nixdorf, with common shares publicly listed on the NYSE and the Frankfurt Stock Exchange. The combined company will have registered offices in North Canton, Ohio, U.S. and will be operated from headquarters in North Canton and Paderborn, Germany. The combined company will pursue a growing total addressable market of approximately $60B, according to independent market estimates and Diebold internal analysis. The deal has been approved by Diebold's board and Wincor Nixdorf's supervisory board. Following the completion of the transaction, the combined company plans to deliver approximately $160M of annual cost synergies and will target a non-GAAP operating margin in excess of 9% by the end of the third full year. In addition, the transaction is expected to be accretive to non-GAAP EPS in the second year, excluding integration costs. ld expects the offer to commence during Q1.
05:28 EDTDBDDiebold to acquire Wincor Nixdorf in cash, stock deal valued at $1.8B
November 20, 2015
14:16 EDTDBDDiebold to formally announce takeover offer for Wincor within days, WSJ says
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