Press release Canon
(Thomson Reuters ONE) -
This is a press release by Canon Inc. pursuant to the provisions of Section 4
paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft). This announcement and related materials do not constitute an
offer for the issued and outstanding ordinary shares in the capital of Océ N.V.
This announcement is not for release, publication or distribution, in whole or
in part, in or into directly or indirectly the United States and Canada.
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:
Financing preference shares
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%.
Dutch Corporate Governance Code
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."
For more information
Jacqueline Lenterman
Citigate First Financial
Phone +31-20-575 40 22 Mobile +31-6-46179731
E-mailjacqueline.lenterman(at)citigateff.nl
For more information on Canon, visit the company's website:www.canon.com
This press release is also published in Dutch; the English version will prevail
over the Dutch version.
Disclaimer
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.
[HUG#1388723]
Press release (PDF): http://hugin.info/142411/R/1388723/346940.pdf
Unternehmensinformation / Kurzprofil:
Datum: 25.02.2010 - 16:42 Uhr
Sprache: Deutsch
News-ID 12934
Anzahl Zeichen: 0
contact information:
Town:
Tokyo
Kategorie:
Business News
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