Diebold, Incorporated and Global Election Systems Inc. announced they have entered into a definitive agreement pursuant to which Diebold will acquire Global. The agreement was unanimously approved by Global’s Board of Directors.
Pursuant to the agreement, Diebold will acquire all the outstanding Global shares at a per share price equal to $1.135, with 80 percent of the consideration payable in stock and 20 percent payable in cash. The stock portion of the consideration is subject to a maximum of .03027 Diebold shares and a minimum of .02421 Diebold shares for each Global share. Global currently has 23.1 million shares outstanding on a fully diluted basis. The closing of the transaction is expected to occur in the fourth quarter of 2001 and is subject to a number of conditions including Global shareholder and regulatory approval.
Diebold also previously provided $5 million of interim financing to Global. Diebold and Global previously signed a contract manufacturing agreement where Diebold will produce more than 500 AccuVote-TS touch screen voting terminals to fulfill a contract previously secured by Global. Diebold expects the acquisition to be neutral on 2001 earnings and accretive in 2002.
Global Election Systems Inc., is an industry leader in the election equipment marketplace with over 850 jurisdictions in North America utilizing its AccuVote (optical scan) or AccuVote-TS (touch screen) voting systems. Its product line also includes VoteRemote, a high speed automated absentee ballot printing and processing system. Global’s acquisitions and strategic alliances have enabled the Company to participate in international bids involving nationwide voting system projects. For further information, visit Global’s website at .
Diebold, Incorporated is a global leader in providing integrated self- service delivery systems and services. Diebold employs more than 11,000 associates with representation in more than 80 countries worldwide and headquarters in Canton, Ohio, USA. Diebold reported revenue of $1.7 billion in 2000 and is publicly traded on the New York Stock Exchange under the symbol ‘DBD.’ For more information, visit the company’s Web site at .
This document does not constitute a solicitation by Diebold or Global or their boards of directors or executive officers of any approval or action of Global’s stockholders. Global will file an offering circular and other relevant documents concerning the proposed transaction with the appropriate Canadian regulatory authorities. Stockholders and investors are urged to read the offering circular when it becomes available and any other relevant documents filed because they will contain important information on the proposed transaction. Global also files annual, quarterly and special reports and other information with the SEC. You may obtain such documents filed with the SEC free of charge at the website maintained by the SEC at . You may obtain documents filed with the Canadian regulatory authorities and the SEC by Global free of charge by requesting them in writing from Global, 1611 Wilmeth Road, McKinney Texas 75069, Attention: Investor Relations, or by telephone at (972) 542-6000.
Diebold, Global and their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Global in connection with the acquisition. Information about the directors and executive officers of Diebold is set forth in Diebold’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000. Information about the directors and executive officers of Global and their ownership of Global’s stock is set forth in Global’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000. Stockholders of Global may obtain additional information regarding the interests of such participants by reading the definitive offering circular when it becomes available.Details