NORTH CANTON, Ohio, March 3 /PRNewswire-FirstCall/ -- Diebold,
Incorporated (NYSE: DBD) today announced that its board of directors has
unanimously rejected United Technologies Corporation's unsolicited proposal to
acquire Diebold. The board recommends that shareholders take no action at
this time with respect to the proposal.
Recently, the full Diebold board completed a detailed strategic review of
the company and its prospects. At least three times in the last month,
including this morning, the board met to discuss UTC's interest in a potential
business combination with the company. Given that Diebold has not filed
financial statements since the company's 10-Q for the quarter ended March 31,
2007, as previously reported, and that the company is working to become
current in its filings with the Securities and Exchange Commission (SEC), the
board believes that now is not the right time -- and that it would not be in
the best interests of the corporation or its shareholders -- to pursue
discussions with UTC.
"The board strongly believes that UTC's proposal significantly undervalues
the company and fails to reflect Diebold's strengths and significant upside
potential," said John N. Lauer, non-executive chairman of the board for
Diebold. "UTC's proposal is an opportunistic attempt to buy Diebold at a time
when shareholders do not have sufficient data to evaluate the offer and as
such, the board believes that it would be irresponsible to engage in
discussions with UTC at this time. We are confident that executing on our
strategy will create substantially greater value for shareholders than UTC's
proposal, and we are working diligently to complete our filings and ensure
that our investors can make a fully informed decision. We intend to make the
value case to our shareholders directly as soon as we are able."
Goldman, Sachs & Co. is financial advisor to Diebold, Jones Day is legal
advisor, and Sard Verbinnen & Co. is media and investor relations counsel.
Forward-Looking Statements
In this press release, statements that are not reported financial results
or other historical information are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. 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
completion of the company's financial statements for the quarters ended June
30, 2007, September 30, 2007 and the year ended December 31, 2007, the
completion of the company's restated financial statements, the ongoing SEC and
Department of Justice investigations and the completion of the company's
internal review. 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 believes that these forward-looking statements are
based upon reasonable assumptions, 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 is not obligated to update forward-looking statements,
whether as a result of new information, future events or otherwise.
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 and 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:
-- finalization of the impact on the company's financial statements of its
change in its revenue recognition practices for its North America
business segment and any other business segment;
-- results of the SEC and Department of Justice investigations and the
company's ongoing internal review;
-- completion of the company's financial statements for the quarters ended
June 30, 2007, September 30, 2007 and the year ended December 31, 2007,
and the completion of the restatement of the company's financial
statements;
-- 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 each
of the company's operations, including Brazil, where a significant
portion of the company's revenue is derived;
-- acceptance of the company's product and technology introductions in the
marketplace;
-- unanticipated litigation, claims or assessments;
-- timely completion of the company's new manufacturing operation for
financial self-service terminals and related components in the Eastern
European region;
-- costs and benefits associated with the company's workforce reductions,
including any restructuring charges;
-- costs and benefits associated with the closure of the company's Cassis
production facility, including the timing of related restructuring
charges and any tax benefits associated with such charges;
-- completion of the company's implementation of its ERP system and other
IT-related functions;
-- company's ability to reduce costs and expenses and improve internal
operating efficiencies, including the optimization of the company's
manufacturing capacity;
-- company's ability to successfully implement measures to improve
pricing;
-- variations in consumer demand for financial self-service technologies,
products and services;
-- challenges raised about reliability and security of the company's
election systems products, including the risk that such products will
not be certified for use or will be decertified;
-- changes in laws regarding the company's election systems products and
services;
-- potential security violations to the company's information technology
systems;
-- company's ability to successfully execute its strategy related to the
election systems business; and
-- company's ability to achieve benefits from its cost-reduction
initiatives and other strategic changes.
About Diebold
Diebold, Incorporated is a global leader in providing integrated self-
service delivery and security systems and services. Diebold employs more than
17,000 associates with representation in nearly 90 countries worldwide and is
headquartered in Canton, Ohio, USA. Diebold reported revenue of $2.9 billion
in 2006 and is publicly traded on the New York Stock Exchange under the symbol
'DBD.' For more information, visit the company's Web site at www.diebold.com.
SOURCE: Diebold, Incorporated
CONTACT: Media, Mike Jacobsen, +1-330-490-3796,
michael.jacobsen@diebold.com, or Investor Relations, Christopher Bast,
+1-330-490-6908, christopher.bast@diebold.com, both of Diebold, Incorporated
Web site: http://www.diebold.com