May 8, 2015
Important Information: This press release may not be distributed in Australia, Hong Kong, Canada, New Zealand, South Africa or the United States (the “Excluded Jurisdictionsn”), and the offer referenced herein is not being made, nor will tender of shares be accepted from or on behalf of holders in the Excluded Jurisdictions, Japan or any other jurisdiction where such offer or acceptance is prohibited.
Canon Announces Results of Second Extended Acceptance Period for Public Cash Offer to the Shareholders of Axis
TOKYO, Japan, May 8, 2015On February 10, 2015, Canon Inc. (“Canon”; Chairman and CEO: Fujio Mitarai) announced a recommended public cash offer (the “Offer”) to the shareholders in the Swedish company Axis AB (“Axis”; President and CEO: Ray Mauritsson) to tender all their shares in Axis to Canon for 340 Swedish krona per share (the Offer Price). Following the acceptance period under the Offer and a subsequent acceptance period extension that concluded at 17:00 (CET) on April 21, 2015, Canon announced a second and final extension of the acceptance period through 17:00 (CET) on May 5, 2015.
During the extended acceptance period that expired on May 5, 2015, Axis shareholders tendered 519,131 shares, which accounts for 0.75% of the total number of Axis’s outstanding shares. In addition, to date, Canon has acquired 544,041 Axis shares outside of the Offer. As a result, the combination of these shares with the shares previously tendered by Axis shareholders brings Canon’s current holdings in Axis to 58,925,066 shares, which corresponds to 84.83% of Axis’s outstanding common stock.
In recent years, the video surveillance system market has continued to realize rapid growth. Canon views its network surveillance camera business as a promising new business area and positions the business as a driving force for future growth within the Canon Group. On February 10, 2015, Canon announced its plans to welcome Axis, the global leader in the network video solutions industry, into the Canon Group through the Offer.
During the initial acceptance period, which ended on April 1, 2015, and the first extended acceptance period, which ended on April 21, 2015, Canon acquired 57,861,894 shares, which corresponds to 83.3% of the outstanding common stock of Axis. Additionally, during the second extended acceptance period that expired on May 5, 2015, Canon acquired an additional 519,131 shares, which accounts for 0.75% of Axis’s outstanding common stock.
As a result, over the course of the initial acceptance period and two subsequent extensions, Axis shareholders tendered a total of 58,381,025 shares, which accounts for 84.05% of the total number of Axis’s outstanding shares. These shares, when combined with the 544,041 Axis shares that Canon acquired outside of the Offer, brings Canon’s current holdings in Axis to 58,925,066 shares, which accounts for 84.83% of Axis’s total outstanding common stock.
Canon has decided to purchase all of the Axis shares tendered during the second acceptance period extension.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such countryany such action will not be permitted or sanctioned by Canon. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or by persons located or resident in the United States. Accordingly, any Offer documentation is not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or to any U.S. persons or any persons located or resident in the United States.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not a U.S. person, is not located in the United States and is not participating in such Offer from the United States or that it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such offer from the United States. Canon will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America must not forward this press release or any other document received in connection with the Offer to such persons.
For purposes of this section "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.