United Technologies Proposes Acquisition of Diebold for $40.00 Per Share in Cash
Proposal Represents 66 Percent Premium Over Diebold's Current Trading Price
HARTFORD, Conn., March 2 - United Technologies Corporation (NYSE:UTX) today announced that it has made a proposal to the Board of Directors of Diebold, Incorporated (NYSE:DBD) to acquire all the outstanding shares of Diebold for $40.00 per share in cash, representing a total enterprise value of approximately $3.0 billion. UTC's proposal represents a premium of approximately 66 percent to Diebold's closing stock price on Feb. 29, 2008. The proposal is not subject to any financing contingency.
"This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long term value for UTC shareholders," said George David, Chairman and CEO of United Technologies. "Diebold represents an excellent fit with UTC, with its strong market position, U.S. footprint, and balance between product and service revenues. In addition, Diebold will benefit from UTC's international presence and disciplined operating systems."
David added, "In view of the significance of this proposal to Diebold's shareholders and our own, we feel compelled to release this offer publicly. We are committed to working with Diebold's Board of Directors to enter quickly into a definitive agreement."
Given the compelling nature of UTC's proposal and the importance of allowing Diebold's shareholders to capitalize on the benefits of the proposed transaction sooner rather than later, UTC has provided the recent correspondence between UTC and Diebold below:
UTC's proposal is subject to satisfactory completion of due diligence and customary regulatory approvals. UTC expects that once it reaches a timely agreement with Diebold's Board of Directors, the proposed transaction would be completed within 90 days.
United Technologies, based in Hartford, Conn., is a diversified company that provides high technology products and services to the building and aerospace industries.
FCMN Contact: monitoringPRDept@utc.com
Source: United Technologies Corporation
CONTACT: Peter Murphy, +1-860-728-7977, John Moran, +1-860-728-7062, both of UTC; Judith Wilkinson, or, Eric Brielmann, both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
Mr. John N. Lauer
Chairman of the Board
Diebold, Incorporated
Mr. George David
Chairman and Chief Executive Officer
United Technologies Corporation
One Financial Plaza
Hartford, Connecticut 06103
Web site: http://www.utc.com/
