Chicago Tribune

March 3, 2008

$3 billion takeover bid for Diebold

Unsolicited offer by United Technologies 66% over stock price

United Technologies Corp. made public Sunday an unsolicited $3 billion bid for Diebold, one of the largest makers of automated teller machines and voting machines.

United Technologies, which first approached Diebold two years ago, initially made the offer in private Friday. The bid amounts to $40 a share in cash, or a 66 percent premium over Diebold’s closing price Friday of $24.12, United Technologies said.

Several unsolicited or hostile offers have been made this year despite an overall slowdown in dealmaking activity. Among companies making unfriendly advances are Microsoft, which is pursuing the wounded Internet giant Yahoo, and Electronic Arts, which made a bid for Take-Two Interactive, the maker of the “Grand Theft Auto” video games.

In Diebold, United Technologies sees a chance to expand its electronic security business with one of the field’s largest players. Last year, United Technologies bought Initial Electronic Security Systems for about $1.2 billion.

In addition, Diebold’s presence in the ATM market is strong in China, where United Technologies’ Otis elevator business also has produced strong revenue, said James Geisler, United Technologies’ vice president for finance and the head of its mergers and acquisitions team. United Technologies’ network of sales and maintenance for the elevators can be adapted to the ATM business, he said.

“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 and chief executive, said in a statement Sunday.

Geisler said Sunday that the company contacted Diebold about a possible deal two years ago but was rebuffed.

On Feb. 19, David sent Diebold’s board a letter proposing talks about a deal. Two days later, Diebold’s chairman, John Lauer, responded that the company’s board had rejected any possible combination. He also said a deal would not serve Diebold’s interests and requested that United Technologies refrain from contacting its directors.

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