Diebold, Harmony, Thornburg, Advanced

Diebold, Harmony, Thornburg, Advanced, united technologies, united technologies diebold, united technology, dbd, utc

Much as DealBook expected, Diebold is pointing to its bookkeeping problems as a reason why shareholders should give the cold shoulder to United Technologies.

In a news release early Monday afternoon, Diebold called Sunday’s unsolicited takeover bid from United “opportunistic” and cited its recent accounting mess — Diebold hasn’t filed a quarterly earnings report since May — as a major factor behind its board’s decision to unanimously reject the $40-per-share approach. This is a fairly common defense for takeover targets that are in the process of restating their earnings, though not necessarily a particularly successful one.

BEA Systems presented a similar argument when it rejected Oracle’s hostile offer in October. BEA, which had delayed its quarterly filings because of an options backdating investigation, said it was the wrong time to sell the company because “the absence of current financial information in the public markets limits investor visibility into our performance.”

A few months later, BEA accepted a higher bid from Oracle and is well on its way to being acquired.

In the case of Diebold, which makes voting machines and A.T.M.’s, not only did the board reject United’s offer on Monday, but it also said there was no reason for the two companies to hold talks.

In Monday’s statement, it called United’s $3 billion offer “an opportunistic attempt to buy Diebold at a time when shareholders do not have sufficient data to evaluate the offer and as such, the board believes that it would be irresponsible to engage in discussions with UTC at this time.”

Nevertheless, investors seemed confident that a deal will happen — one way or another. Shares of Diebold were up 59 percent in afternoon trading Monday to $38.43, trading only 4 percent below United’s offer.