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|Diebold Rejects Unsolicited Proposal from United Technologies|
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.
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.
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,