Amsterdam/Tokyo, 25 February 2010 Canon Inc. and its subsidiary Canon Finance Netherlands B.V. ("Canon") have taken notice of the application for preliminary measures filed with the Enterprise Chamber of the Court of Appeal in Amsterdam by Hermes and Universities Superannuation Scheme on 22 February 2010.
Reference is made to the press release of 28 January 2010, in which Canon and Océ N.V. ("Océ") jointly announce that Canon is making a fully self-funded, public cash offer ("Offer") for all the issued and outstanding ordinary shares of Océ at an offer price of EUR 8.60 per share. The acceptance period for this Offer stands to end on 1 March 2010.
Canon believes that the concerns expressed in the application for preliminary measures are unfounded and in order to relieve these concerns and clarify any possible misunderstandings, Canon confirms as follows:
The transfer of the financing preference shares (and not only the depositary receipts of these shares) has been agreed for technical reasons, the purpose has never been for Canon to acquire a disproportionate number of votes, if and when the Offer is declared unconditional. Upon acquiring more than 50% of Océ's ordinary shares, Canon will hold a controlling majority in the shareholders meeting, regardless of the number of votes that are exercised on the financing preference shares.
Nevertheless, to address the concerns that apparently exist in relation to the number of votes that can be exercised on the financing preference shares, Canon confirms that — if and when the Offer is declared unconditional and the financing preference shares are transferred — it will only vote the number of financing preference shares that corresponds with the economic interest of all financing preference shares, i.e. approximately 3%.
As has been confirmed on several occasions by Océ's Executive and Supervisory Boards and is also stated in the Offer Memorandum that was published on 28 January 2010, Canon has agreed that, if and when the Offer is declared unconditional, Océ will continue to adhere to the Dutch Corporate Governance Code. This includes the principle that in case of a conflict of interest the conflicted Supervisory Board directors will not participate in the decision-making process; this also applies to the Supervisory Board directors appointed on the nomination of Canon.
In light of these recent developments, Canon states: "Océ is a company with a distinguished history spanning more than 130 years and has cultivated an outstanding corporate culture and exceptional technologies. By joining forces with the highly respected Océ, Canon pursues this transaction with the aim of realizing further growth as a leading global player in the dramatically changing printing industry, which continues evolving in terms of digitalization and globalization. Amid the current harsh economic climate and severe market competition, which is expected to continue for the foreseeable future, we are confident that Océ, working together with Canon, would be able to recover its ability to realize sound growth. Canon has every intention of proceeding in a sensible manner as a good Dutch corporate citizen."
This press release is also published in Dutch; the English version will prevail over the Dutch version.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of Canon or Océ in any jurisdiction.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Canon disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Canon, nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any Océ shareholder who is in any doubt as to his position should consult an appropriate professional advisor without delay.