CANON DECLARES PUBLIC OFFER FOR OCÉ UNCONDITIONAL
(Thomson Reuters ONE) -
This is a joint press release by Canon Inc., Canon Finance Netherlands B.V. and
Océ N.V. pursuant to article 16 paragraph 1 and article 17 paragraph 1 of the
Dutch Takeover Decree (Besluit openbare biedingen Wft) in connection with the
recommended public offer by Canon Finance Netherlands B.V. for all the issued
and outstanding ordinary shares in the capital of Océ N.V. This announcement
does not constitute an offer for all 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.
Post-acceptance period ends on 19 March 2010
4 March 2010 - Reference is made to the press release of 28 January 2010, in
which Canon Inc. ("Canon") and its subsidiary Canon Finance Netherlands B.V.
("Offeror") and Océ N.V. ("Océ") jointly announced that the Offeror is making a
fully self-funded public cash offer ("Offer") for all the issued and outstanding
ordinary shares of Océ (the "Shares") at an offer price of EUR 8.60 per Share.
The Offer is further described in the offer memorandum dated 28 January 2010
(the "Offer Memorandum").
Offer unconditional
The Offeror announces that with more than 71% of the Shares tendered to or owned
by the Offeror and given the positive outcome of the Enterprise Chamber hearing
in Amsterdam on 3 March 2010, it declares the Offer unconditional
(gestanddoening).
With this announcement, Canon and Océ have successfully taken an important first
step in their aim to create the overall No. 1 presence in the printing industry.
Acceptances
36,520,160 Shares have been tendered for acceptance under the Offer during the
acceptance period that ended at 17:30 hours CET on 1 March 2010. The Shares
tendered under the Offer represent 43.03% of the Shares and an aggregated value
of EUR 314,073,376.
The Shares tendered under the Offer, together with the 24,018,597 Shares
acquired by the Offeror before the end of the acceptance period, amount to a
total of 60,538,757 Shares, which represent 71.33% of the Shares.
Settlement
Payment of the offer price of EUR 8.60 per 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 conditions and restrictions
set out in the Offer Memorandum will take place on 9 March 2010.
Post-acceptance period
Shareholders who have not yet tendered their Shares under the Offer will be
granted the opportunity to tender their Shares in a post-acceptance period
(na-aanmeldingstermijn) commencing at 09:00 hours CET on 5 March 2010 and
expiring at 17:30 hours CET on 19 March 2010 (the "Post-Acceptance Period").
Shareholders can tender their Shares in the same manner and under the same
conditions and restrictions as set out in the Offer Memorandum and the press
release of 28 January 2010.
Shares tendered during the Post-Acceptance Period will immediately be accepted.
Shareholders who tender their Shares during the Post-Acceptance Period shall not
have the right to withdraw such tendered Shares. The Offeror shall arrange for a
payment for the Shares that are validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and delivered
(geleverd) in the Post-Acceptance Period as soon as possible and shall use
reasonable endeavours to arrange that, in respect of Shares that are so tendered
and delivered to Fortis Bank (Nederland) N.V. / MeesPierson CFCM, as exchange
agent in respect of the Offer, before 17:30 hours, Amsterdam time, on any day
that Euronext Amsterdam N.V. is open for trading (a "Trading Day") during the
Post-Acceptance Period, the payment of EUR 8.60 per Share shall be made on the
third Trading Day after the date on which the relevant tender and delivery were
made.
The financial adviser to Canon is Mizuho Securities Co., Ltd. and the financial
adviser to Océ is ING Corporate Finance.
This press release is also published in Dutch; the English version will prevail
over the Dutch version.
For more information
Canon
Jacqueline Lenterman
Citigate First Financial
Phone +31 20 575 4022
Mobile +31 6 461 79731
E-mailjacqueline.lenterman(at)citigateff.nl
For more information on Canon, visit the company's website: www.canon.com
Investor Relations:
Carlo Schaeken
Vice President Investor Relations
Telephone + 31 77 359 2240
E-mailinvestor(at)oce.com
Media Relations:
Jan Hol
Senior Vice President Communications
Telephone + 31 77 359 2000
E-mailjan.hol(at)oce.com
For more information on Océ, visit the company's website:www.investor.oce.com
Exchange Agent
Fortis Bank (Nederland) N.V. / MeesPierson CFCM
P.O. Box 243
1000 AE Amsterdam
The Netherlands
Phone +31 20 527 2467
E-mailprospectus(at)nl.fortis.com
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 and Océ disclaim 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 Océ, nor any of
their 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.
[HUG#1390800]
Unternehmensinformation / Kurzprofil:
Datum: 04.03.2010 - 08:15 Uhr
Sprache: Deutsch
News-ID 13137
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contact information:
Town:
Venlo
Kategorie:
Business News
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"CANON DECLARES PUBLIC OFFER FOR OCÉ UNCONDITIONAL"
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