United Technologies offers $2.63 billion for ATM maker Diebold
United Technologies, parent company of jet engine-maker Pratt & Whitney, Otis elevator and Sikorsky Aircraft, said it made the unsolicited offer last week after trying to negotiate a deal with Diebold for two years.
Diebold, based in Canton, Ohio, makes ATMs, business security systems and voting machines.
The $2.63 billion purchase price represents United Technologies' offer of $40 per outstanding share, about two-thirds higher than Diebold's closing stock price Friday of $24.12. United Technologies said the total enterprise value of the deal was about $3 billion.
"This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long term value for UTC shareholders," George David, United Technologies' chairman, said in a news release.
James Geisler, vice president of finance of United Technologies, said the company announced the offer Sunday night because executives believe their offer is "so compelling we thought shareholders should know about it."
A call seeking comment was left with Diebold.
In a Feb. 21 letter provided by United Technologies, Diebold Chairman John N. Lauer said the board discussed United Technologies' overtures but determined "it was not in the best interests of the corporation or its shareholders to pursue discussions with UTC regarding a business combination with Diebold."
Hartford-based United Technologies, which is capitalizing on strong aerospace and defense industry trends, reported revenue last year of $54.7 billion, up 14.5 percent from 2006. Net income for the year was $4.2 billion, up more than 13 percent.
The acquisition fits United Technologies fire and segment unit well, Geisler said.
In addition, Diebold's presence in the ATM market is strong in China, where United Technologies' Otis elevator business also has produced strong revenue, Geisler said in an interview. United Technologies' network of sales and maintenance for the elevators can be adapted to the ATM business, he said.
Diebold, which began in the 19th century as Diebold Safe & Lock Co., making safes and vaults, announced last month it will cut 5 percent of its work force to reduce costs, shedding 800 jobs, mostly in North America and Brazil. The cuts come on top of a plan to save $100 million announced last year.
Diebold also said it's reviewing manufacturing and storage facilities in North and South America for ways to further reduce costs.
Diebold is dealing with a sharp decline in revenue at its election systems unit and delays in Brazil, where it was to install a lottery system.
The company has said preliminary data show 2007 revenue rose 1 percent to $2.95 billion in 2007 from an adjusted $2.93 billion in 2006. Election systems revenue fell 69 percent to $61 million, and the Brazilian lottery revenue dropped 87 percent.
Diebold has not issued any financial statements since April and is being investigated by the Justice Department and securities regulators over its accounting practices.
The company said it resolved the review of how it recognizes revenue and changed an accounting practice. The change boosted revenue by $31 million in 2007 and by $27 million in 2006. For prior years, it took $190 million off the top line.
Diebold expects an ongoing review of accounting items to be done by the end of the first quarter or in the second quarter. It will then report preliminary results for the final three quarters of 2007.
United Technologies has in the past few years bought Lenel Systems International Inc. of Rochester, N.Y., a security systems and software developer; Chubb, a fire safety and security services business; and Kidde, a British fire and safety company.
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