Post by freddyv on Mar 3, 2008 8:45:41 GMT -5
from www.nytimes.com/2008/03/03/business/03deal.html?ex=1290920400&en=0b4d8a42f559be1a&ei=5035&partner=MARKETWATCH?guid=&symb=UTX&sid=5140&siteid=NYT&dist=NYT&osymb=UTX
The New York Times
nytimes.com
--------------------------------------------------------------------------------
March 3, 2008
Diebold Receives a Takeover Offer
By MICHAEL J. de la MERCED
The United Technologies Corporation made public on 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 on Friday. The bid amounts to $40 a share in cash, or a 66 percent premium over Diebold’s closing price on Friday of $24.12, United Technologies said.
Several unsolicited or hostile offers have been made this year despite an overall slowdown in deal-making 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.
“This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long-term value for U.T.C. shareholders,” George David, United Technologies’ chairman and chief executive, said in a statement on Sunday.
James E. Geisler, United Technologies’ vice president for finance and the head of its mergers and acquisitions team, said in an interview on Sunday that the company contacted Diebold about a possible deal two years ago but was rebuffed.
On Feb. 19, Mr. David sent Diebold’s board a letter proposing talks about a deal. Two days later, Diebold’s chairman, John N. Lauer, responded that the company’s board had rejected any possible combination. He also said that a deal would not serve Diebold’s interests and requested that United Technologies refrain from contacting its directors.
Mr. Geisler declined to say whether United Technologies would press the bid if Diebold formally declined it, saying only that “we know what our options are.”
Founded in 1859, Diebold grew as a provider of security technology for financial systems. But Diebold was thrust into the spotlight in the 2004 election, when it was criticized over flawed electronic voting machines in Ohio and elsewhere.
The company has struggled recently with a variety of problems, both internal and external. In January, Diebold said it would restate its financial reports from 2003 through the first quarter of 2007 because of changes to its accounting methods.
Diebold previously disclosed that both the Securities and Exchange Commission and the Justice Department had made inquiries into the way it recognized certain kinds of revenue.
The global credit crisis that has stung financial services companies has affected Diebold as well. It said last week that it would cut about 5 percent of its work force, or 800 jobs, in anticipation of slowing demand for A.T.M.’s.
Diebold also said it expected slower growth in its voting-machines business. It reported $61 million in revenue from those operations in 2007, compared with $195 million in 2006.
United Technologies, based in Hartford, has 225,600 employees spread across businesses like the plane engine manufacturer Pratt & Whitney, the helicopter maker Sikorsky and the elevator company Otis. The company has a market value of $69 billion.
Diebold, based in North Canton, Ohio, has 15,451 employees. As of Friday, it had a market value of $1.6 billion. Its shares have declined nearly 50 percent in the last year.
Morgan Stanley is working as United Technologies’ financial adviser. Wachtell, Lipton, Rosen & Katz is its legal counsel.
from marketwatch.nytimes.com/custom/nyt-com/html-companyprofile.asp?MW=http://marketwatch.nytimes.com/custom/html-companyprofile.asp&symb=UTX&sid=5140
Company Information
United Technologies Corporation was incorporated in Delaware in 1934. UTC provides high technology products and services to the building systems and aerospace industries worldwide. The Company's operating units include businesses with operations throughout the world. The Company conducts its business through six principal segments: Otis, Carrier, UTC Fire & Security, Pratt & Whitney, Hamilton Sundstrand and Sikorsky. Otis is the elevator and escalator manufacturing, installation and Service Company. Otis designs, manufactures, sells and installs a range of passenger and freight elevators for low, medium and high-speed applications, as well as a line of escalators and moving walkways. Carrier is the manufacturer and distributor of heating, ventilating and air-conditioning systems; it also offers refrigeration and food service equipment, and related controls for residential, commercial, industrial and transportation applications. Carrier also provides aftermarket services and components for the products it sells and those of other manufacturers in both the HVAC and refrigeration industries. UTC Fire & Security is a global provider of security and fire safety products and services. Pratt & Whitney is the supplier of commercial, general aviation and military aircraft engines. Hamilton Sundstrand is the supplier of technologically advanced aerospace and industrial products and aftermarket services for diversified industries worldwide. Hamilton Sundstrand's aerospace products, such as power generation management and distribution systems, flight, engine and environmental control systems, and auxiliary power units and propeller systems, serve commercial, military, regional, business and general aviation, as well as space and undersea applications. Aftermarket services include spare parts, overhaul and repair, engineering and technical support and fleet maintenance programs. Sikorsky is the manufacturer of military and commercial helicopters and also provides aftermarket helicopter and aircraft products and services. UTC Power develops and markets distributed power generation systems, including stationary fuel cells and combined cooling, heating and power systems, for the on-site power market. Commercial building applications, light industrial businesses, institutions, office buildings and hotels use these on-site products. The Company's operations are subject to and affected by environmental regulation by federal, state and local authorities in the United States and regulatory authorities with jurisdiction over its foreign operations. At December 31, 2005, the Company's total employment was approximately 222,200.
United Technologies Corporation
One Financial Plaza Hartford CT 06103
Phone: (860) 728-7000
Fax: (860) 728-7028
Website
The New York Times
nytimes.com
--------------------------------------------------------------------------------
March 3, 2008
Diebold Receives a Takeover Offer
By MICHAEL J. de la MERCED
The United Technologies Corporation made public on 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 on Friday. The bid amounts to $40 a share in cash, or a 66 percent premium over Diebold’s closing price on Friday of $24.12, United Technologies said.
Several unsolicited or hostile offers have been made this year despite an overall slowdown in deal-making 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.
“This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long-term value for U.T.C. shareholders,” George David, United Technologies’ chairman and chief executive, said in a statement on Sunday.
James E. Geisler, United Technologies’ vice president for finance and the head of its mergers and acquisitions team, said in an interview on Sunday that the company contacted Diebold about a possible deal two years ago but was rebuffed.
On Feb. 19, Mr. David sent Diebold’s board a letter proposing talks about a deal. Two days later, Diebold’s chairman, John N. Lauer, responded that the company’s board had rejected any possible combination. He also said that a deal would not serve Diebold’s interests and requested that United Technologies refrain from contacting its directors.
Mr. Geisler declined to say whether United Technologies would press the bid if Diebold formally declined it, saying only that “we know what our options are.”
Founded in 1859, Diebold grew as a provider of security technology for financial systems. But Diebold was thrust into the spotlight in the 2004 election, when it was criticized over flawed electronic voting machines in Ohio and elsewhere.
The company has struggled recently with a variety of problems, both internal and external. In January, Diebold said it would restate its financial reports from 2003 through the first quarter of 2007 because of changes to its accounting methods.
Diebold previously disclosed that both the Securities and Exchange Commission and the Justice Department had made inquiries into the way it recognized certain kinds of revenue.
The global credit crisis that has stung financial services companies has affected Diebold as well. It said last week that it would cut about 5 percent of its work force, or 800 jobs, in anticipation of slowing demand for A.T.M.’s.
Diebold also said it expected slower growth in its voting-machines business. It reported $61 million in revenue from those operations in 2007, compared with $195 million in 2006.
United Technologies, based in Hartford, has 225,600 employees spread across businesses like the plane engine manufacturer Pratt & Whitney, the helicopter maker Sikorsky and the elevator company Otis. The company has a market value of $69 billion.
Diebold, based in North Canton, Ohio, has 15,451 employees. As of Friday, it had a market value of $1.6 billion. Its shares have declined nearly 50 percent in the last year.
Morgan Stanley is working as United Technologies’ financial adviser. Wachtell, Lipton, Rosen & Katz is its legal counsel.
from marketwatch.nytimes.com/custom/nyt-com/html-companyprofile.asp?MW=http://marketwatch.nytimes.com/custom/html-companyprofile.asp&symb=UTX&sid=5140
Company Information
United Technologies Corporation was incorporated in Delaware in 1934. UTC provides high technology products and services to the building systems and aerospace industries worldwide. The Company's operating units include businesses with operations throughout the world. The Company conducts its business through six principal segments: Otis, Carrier, UTC Fire & Security, Pratt & Whitney, Hamilton Sundstrand and Sikorsky. Otis is the elevator and escalator manufacturing, installation and Service Company. Otis designs, manufactures, sells and installs a range of passenger and freight elevators for low, medium and high-speed applications, as well as a line of escalators and moving walkways. Carrier is the manufacturer and distributor of heating, ventilating and air-conditioning systems; it also offers refrigeration and food service equipment, and related controls for residential, commercial, industrial and transportation applications. Carrier also provides aftermarket services and components for the products it sells and those of other manufacturers in both the HVAC and refrigeration industries. UTC Fire & Security is a global provider of security and fire safety products and services. Pratt & Whitney is the supplier of commercial, general aviation and military aircraft engines. Hamilton Sundstrand is the supplier of technologically advanced aerospace and industrial products and aftermarket services for diversified industries worldwide. Hamilton Sundstrand's aerospace products, such as power generation management and distribution systems, flight, engine and environmental control systems, and auxiliary power units and propeller systems, serve commercial, military, regional, business and general aviation, as well as space and undersea applications. Aftermarket services include spare parts, overhaul and repair, engineering and technical support and fleet maintenance programs. Sikorsky is the manufacturer of military and commercial helicopters and also provides aftermarket helicopter and aircraft products and services. UTC Power develops and markets distributed power generation systems, including stationary fuel cells and combined cooling, heating and power systems, for the on-site power market. Commercial building applications, light industrial businesses, institutions, office buildings and hotels use these on-site products. The Company's operations are subject to and affected by environmental regulation by federal, state and local authorities in the United States and regulatory authorities with jurisdiction over its foreign operations. At December 31, 2005, the Company's total employment was approximately 222,200.
United Technologies Corporation
One Financial Plaza Hartford CT 06103
Phone: (860) 728-7000
Fax: (860) 728-7028
Website