28 January 2010 With reference to the joint press releases of Canon Inc. (trading symbol CAJ) ("Canon") and Océ N.V. (trading symbol OCE) ("Océ") of 16 November 2009 and 14 December 2009, Canon Finance Netherlands B.V., a wholly owned subsidiary of Canon (the "Offeror") and Océ hereby jointly announce that the Offeror is making a fully self-funded, public cash offer for all the issued and outstanding ordinary shares with a nominal value of EUR 0.50 each in the capital of Océ (the "Shares") at an offer price of EUR 8.60 in cash per Share (the "Offer").
Terms not defined herein shall have the meaning as set forth in the Offer Memorandum
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum, dated 28 January 2010 (the "Offer Memorandum"). The Offer Memorandum will be available as of today (as described below). Shareholders should refer to the Offer Memorandum for all terms of, and conditions and restrictions to, the Offer.
Shareholders tendering their Shares under the Offer will be paid, under the terms and subject to the conditions and restrictions contained in the Offer Memorandum, in cash the Offer Price of EUR 8.60 (which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the Offer Price will be decreased to reflect such declaration of dividend or other distribution, if any, prior to the Settlement Date) in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), subject to the Offer being declared unconditional.
The supervisory board of Océ (the "Supervisory Board") and the management board of Océ (the "Management Board" and together with the Supervisory Board the "Boards") have received extensive strategic, financial and legal advice and have given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction and have considered all other options available to Océ, such as stand-alone scenarios and potential third party transactions. Taking all these considerations into account, the Boards have unanimously reached the conclusion that the Offer presents the best possible way forward for Océ at conditions that are favourable to its Shareholders and all other stakeholders and as such the Offer is in the best interests of Océ, the Shareholders and its other stakeholders.
The Supervisory Board and the Management Board are of the opinion that the price being offered per Share is fair and reasonable to the Shareholders from a financial point of view. In this respect, reference is made to the Boards' financial assessment of the Offer, as included in Section 2 (The Board's rationale) of the Position Statement, the Fairness Opinion rendered by ING Corporate Finance and the Fairness Opinion rendered by Lazard, as included in Section 6 (Fairness Opinions) of the Position Statement. With reference to the above, the Supervisory Board and the Management Board fully support the Offer and unanimously recommend the Offer to the Shareholders for acceptance.
At 14:30 hours, Amsterdam time, on 12 February 2010, an extraordinary general meeting of shareholders of Océ will be convened at Van der Grintenstraat 1, 5914 HD, Venlo, the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of Article 18, paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") (the "Extraordinary General Meeting of Shareholders").
A position statement providing further information to the Shareholders as required pursuant to article 18 paragraph 2 of the Decree (the "Position Statement") and the agenda for the Extraordinary General Meeting of Shareholders (including notes and other related documents) will be made available by Océ as of today and as further described below.
The relevant and applicable employee consultation procedures have been completed (including the information provision process with the Merger Committee, the Océ European Works Council and the relevant Océ works councils).
Bestinver Gestion S.A., SGIIC executed an irrevocable undertaking pursuant to which it irrevocably agrees, subject to the terms and conditions of the irrevocable undertaking, to accept the Offer in respect of all Shares held by it in the Acceptance Period and pursuant to which Bestinver Gestion S.A., SGIIC irrevocably agrees to cooperate with such acceptance (the "Irrevocable Undertaking"). The acceptance of the Offer by Bestinver Gestion S.A., SGIIC will be on the same terms and subject to the same conditions and restrictions as set forth in the Offer Memorandum.
The Irrevocable Undertaking contains certain customary undertakings and conditions including that Bestinver Gestion S.A., SGIIC will only tender its Shares to a bona fide third party offeror at a price of at least 10% above the Offer and in respect of any consecutive public offers at a price of at least 5% above the most recently offered consideration. Canon will have the right to match any competing offer. The Irrevocable Undertaking relates to 8,087,554 Shares which represent approximately 9.5% of the Shares at the date of the Offer Memorandum.
Beleggingsfonds 'Ducatus', an investment fund (beleggingsfonds) of which Kempen Capital Management N.V. is the investment manager (beheerder) and Kempen Bewaarder Beleggingsfonds 'Ducatus' B.V. is the custodian (bewaarder), ASR Levensverzekering N.V. (a wholly owned direct subsidiary of ASR Nederland N.V.) and ING AM Insurance Companies B.V., each a holder of Depositary Receipts for cumulative financing preference shares in Océ, have each entered into a conditional agreement with Canon to transfer their Depositary Receipts and Stichting Administratiekantoor Preferente Aandelen Océ, which holds all of the Preference Shares on behalf of the Depositary Receipt Holders, representing in aggregate approximately 19% of Océ's total share capital, has committed itself to transfer the Preference Shares, subject to (amongst other conditions) the Offer being declared unconditional (gestand wordt gedaan).
As at the date of the Offer Memorandum, Canon holds indirectly through the Offeror 23,807,737 Shares, which represent approximately 22.18% of the Company's total issued share capital and 28.05% of the Shares.
The Acceptance Period begins at 9:00 hours, Amsterdam time on 29 January 2010 and ends at 17:30 hours, Amsterdam time, on 1 March 2010 (the "Acceptance Closing Date"), unless extended. Acceptance under the Offer must be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during the extension of the Acceptance Period in accordance with the provisions of Article 15 of the Decree. During such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer. Shares tendered during the extension of the Acceptance Period may not be withdrawn.
Holders of Shares which are held through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 17:30 hours, Amsterdam time on 1 March 2010, unless the Acceptance Period is extended in accordance with Section 5.8 (Extension) of the Offer Memorandum. If such bank or stockbroker is not an Admitted Institution, it should in turn inform the relevant Admitted Institution. The relevant bank or stockbroker may set an earlier deadline for communication by holders of such Shares in order to permit the bank or stockbroker being an Admitted Institution to communicate their acceptance to the Exchange Agent in a timely manner.
The Admitted Institutions may tender Shares for acceptance only to the Exchange Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by him are being tendered in compliance with the restrictions set out in Section 1 (Restrictions and important information) of the Offer Memorandum and (iii) they undertake to transfer these Shares to the Offeror on or before the Settlement Date, provided the Offer has been declared unconditional (gestand wordt gedaan).
Holders of Shares in physical form (K-stukken) are requested to tender these Shares in physical form through their (custodian) bank or (stock) broker where their custody/cash accounts are administered, to the Exchange Agent. If such (custodian) bank or stockbroker is not an Admitted Institution, it should in turn inform the relevant Admitted Institution.
The Offeror may only extend the Offer past the Acceptance Closing Date once at its discretion (extension for more than one period is subject to clearance of the AFM, which will only be given in exceptional circumstances) if one or more Offer Conditions are not fulfilled by the Acceptance Closing Date. If the Offer is extended, all references in the Offer Memorandum to 17:30 hours, Amsterdam time, on 1 March 2010 will be changed, unless the context requires otherwise, to the date and time to which the Offer has been so extended.
If the Offer is extended and the obligation pursuant to Article 16 of the Decree to announce whether the Offer has been declared unconditional is postponed, a public announcement to that effect shall be made no later than the third Business Day following the Acceptance Closing Date in accordance with the provisions of Article 15 of the Decree. During an extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of each Shareholder, in accordance with Article 15 paragraph 3 of the Decree, to withdraw the Shares already tendered during the Acceptance Period.
The Offer shall be subject to the fulfilment of the offer conditions as set out in Section 6.2 (Offer Conditions) of the Offer Memorandum (the "Offer Conditions"), including, but not limited to, the condition that on the Acceptance Closing Date the number of Tendered Shares together with the Shares that are directly or indirectly held at that time by the Offeror represent at least 85% of all Shares on a fully diluted basis. The Offeror has the right, but not the obligation, to waive certain Offer Conditions, including but not limited to, the 85% acceptance threshold, as further described in the Offer Memorandum.
No later than on the third Business Day following the Acceptance Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been fulfilled or are to be waived. In addition, the Offeror will announce on the Unconditional Date, in accordance with Article 16, paragraph 1 of the Decree, one of the following: (i) the Offer has been declared unconditional (gestand wordt gedaan), such date being the Unconditional Date or (ii) the Offer will be extended in accordance with Article 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions not having been fulfilled or waived by the Offeror.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders having tendered their Shares for acceptance will receive no later than on the Settlement Date, the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror has the right to continue the Offer by way of a post-acceptance period (na-aanmeldingstermijn). No later than on the third Business Day following the Unconditional Date, the Offeror may announce a post-acceptance period (na-aanmeldingstermijn) for the Offer for a maximum period of two weeks. During a post-acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions and restrictions as set out in the Offer Memorandum all in accordance with Article 17 of the Decree.
The purchase of Shares by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Shares that might otherwise trade publicly and thus adversely affect the liquidity and market value of the Shares not tendered.
Subject to the Offer being declared unconditional (gestand wordt gedaan) and in the event that the Offeror has acquired 95% of the Shares, the listing of the Shares on Euronext Amsterdam will be terminated as soon as possible. This may further adversely affect the liquidity and market value of any listed Shares not tendered.
Any further announcements declaring whether the Offer is declared unconditional (gestand wordt gedaan) and announcements in relation to an extension of the Acceptance Period will be issued by press release. Subject to any applicable requirements of the Decree and other applicable laws and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Terms not defined herein shall have the meaning as set out in the Offer Memorandum. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum are available on the website of Canon (www.canon.com/publicoffer) and Océ (www.investor.oce.com). Canon's and Océ's websites do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the offices of Océ and the Exchange Agent at the addresses mentioned below.
Copies of the Position Statement, the articles of association of Océ (which are incorporated by reference in, and form an integral part of, the Offer Memorandum), the annual financial statements (jaarrekeningen) of Océ for the Financial Year 2008, the Financial Year 2007 and the Financial Year 2006, as adopted by the General Meeting of Shareholders of Océ (which are incorporated by reference in, and form an integral part of, the Offer Memorandum), and the annual financial statements of Océ for the financial year 2009 (which will be published in February 2010) are (or will be made) available free of charge at Océ's website: www.investor.oce.com and at the offices of Océ and the Exchange Agent, and can be obtained by contacting Océ or the Exchange Agent at the address mentioned below.
30-2, Shimomaruko, 3-Chome 146-8501 Ohta-Ku, Tokyo Japan
Tel: +81 3 5482 8969
Canon Finance Netherlands B.V.
Fred. Roeskestraat 123-I 1076 EE Amsterdam The Netherlands
Sint Urbanusweg 43 5914 CA Venlo The Netherlands
Tel: +31 77 359 2240
The Exchange Agent
Fortis Bank (Nederland) N.V. / MeesPierson CFCM Rokin 55 1012 KK Amsterdam The Netherlands
Tel: +31 20 527 2467
The Offer is made with due observance of such statements, conditions and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been effected in the manner set out in the Offer Memorandum. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. However, acceptances of the Offer by Shareholders not residing in the Netherlands will be accepted by the Offeror if such acceptances comply with (i) the acceptance procedure set out in the Offer Memorandum and (ii) the applicable laws and regulations of the jurisdiction from which such acceptance has been made. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror, nor Canon, nor Océ, nor any of their respective affiliates, managing or supervisory board members, employees, nor their respective advisers nor the Exchange Agent accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 1 (Restrictions and important information) of the Offer Memorandum before taking any action. The distribution of the Offer Memorandum in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
U.S. and Canada
The Offer is not being, and will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of the U.S. or Canada, and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the U.S. or Canada. Accordingly, the Offer Memorandum, any acceptance of the Offer made in the manner specified in the Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from (whether by use of the mails, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of) the U.S. or Canada. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into or from such jurisdictions or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly with the Offer and doing so will render invalid any relevant purported acceptance of the Offer.
The Offer Memorandum has not been submitted to or reviewed by the U.S. Securities and Exchange Commission ("SEC") or any state securities commission in the U.S. and neither the SEC nor any such state securities commission has approved or disapproved or determined whether the Offer Memorandum is truthful or complete. Any representation to the contrary is a criminal offence in the U.S.
The Offer Memorandum includes "forward-looking statements" including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risk and uncertainty because these statements relate to events and depend on circumstances that occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although the Offeror, Canon and Océ, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror, Canon and/or Océ does business, to competitive developments or risks inherent to the Offeror's, or Canon's, or Océ's business plans and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror, Canon and/or Océ.
The Offeror, Canon and Océ undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations or by any appropriate regulatory authority.
Canon Inc. (NYSE: CAJ), headquartered in Tokyo, Japan, is a leader in the fields of professional and consumer imaging equipment and information systems. Canon's extensive range of products includes copying machines, multifunction office systems, inkjet and laser beam printers, cameras, video equipment, medical equipment and semiconductor-manufacturing equipment. With almost 170,000 employees worldwide, Canon has manufacturing and marketing subsidiaries in Japan, the Americas, Europe, Asia and Oceania; and a global R&D network with companies based in the United States, Europe, Asia and Australia. Canon's consolidated net sales for fiscal 2008 (ended December 31, 2008) totaled $44.99 billion (at an exchange rate of ¥91 = US$1).
For more information on Canon, visit the company's website: www.canon.com
Océ is one of the world's leading providers of document management and printing for professionals. The broad Océ offering includes office printing and copying systems, high speed digital production printers and wide format printing systems for both technical documentation and color display graphics. Océ is also a foremost supplier of document management outsourcing. Many of the world's Fortune 500 companies and leading commercial printers are Océ customers. The company was founded in 1877. With headquarters in Venlo, the Netherlands, Océ is active in over 100 countries and employs some 22,000 people worldwide. Total revenues in 2009 amounted to EUR 2.6 billion. Océ is listed on NYSE Euronext in Amsterdam.
For more information on Océ N.V., visit the company's website: www.investor.oce.com
This press release is available on the Canon website at www.canon.com and on the Océ website at www.investor.oce.com.
This press release is also published in Dutch; the English version will prevail over the Dutch version.