Canon and Océ to create global leader in printing industry
(Thomson Reuters ONE) - Canon intends to acquire all ordinary shares of Océ through an allcash public offerThis is a joint press release by Canon Inc. (trading symbol CAJ)("Canon") and Océ N.V. (trading symbol OCE) ("Océ") pursuant to theprovisions of Section 5 paragraph 1 and Section 7 paragraph 4 of theDutch Decree on Public Takeover Bids (Besluit openbare biedingenWft). This announcement and related materials do not constitute anoffer for the issued and outstanding ordinary shares in the capitalof Océ (the "Shares"), but constitute notice that a conditionalagreement has been reached between Canon and Océ on the terms of arecommended offer to be made by Canon for the Shares. Thisannouncement is not for release, publication or distribution, inwhole or in part, in or into directly or indirectly the United Statesand Canada. * Canon and Océ aim to create the overall No. 1 presence in the printing industry; * Combination to capitalize on excellent complementary fit in product range, channel mix, R&D, and business lines resulting in an outstanding client offer; * Strong strategic rationale for Canon and Océ - growing and building on proven track record in innovation and client servicing; * Canon intends to make an offer of ? 8.60 per Share (cum dividend) for 100% of the outstanding Shares of Océ, representing a premium of 70% over Océ's closing share price of Friday 13 November 2009 and 137% to the average share price over the last 12 months; * The Management and Supervisory Boards of Océ fully and unanimously support and will recommend the intended Offer; * Holders of the depository receipts for Océ's cumulative preference shares, Ducatus, ASR and ING (approximately 19% of the total share capital), agreed to sell their interests to Canon; large shareholder Bestinver Gestion S.A. (approximately 9.5% of outstanding Shares) has provided an irrevocable undertaking to tender; * Océ remains separate legal entity as a Canon division, headquartered in Venlo (the Netherlands); Océ brand is to be maintained and applied in all relevant markets. Océ to lead its R&D and manufacturing. Management Board and key management remain in place; * Employees part of industry leader - existing labor agreements will be respected, no redundancies as a result of the Offer.16 November 2009 - Canon and Océ today announced that they havereached conditional agreement to combine their printing activitiesthrough a fully self-funded, public cash offer by Canon for all theShares of Océ. The offer price of ? 8.60 per Share of Océ (the"Offer") represents a premium of 70% over the closing share price ofFriday 13 November 2009 and 137% to the average closing price ofOcé's Shares over the last 12 months. The Offer values 100% of theissued and outstanding Shares of Océ at approximately ? 730 million.Canon and Océ aim to create the overall No. 1 presence in theprinting industry, building on an enhanced scale and a combinedhistory of innovation and excellent client servicing. The combinationwill capitalize on an excellent complementary fit in product mix,channel mix, R&D, and business lines resulting in an outstandingclient offer spanning the entire printing industry.Canon's President and COO Tsuneji Uchida says:"We are delighted to welcome Océ, the ideal partner in every respect,into the Canon Group. Through the merger of Canon and Océ, we believethat we will be able to realize clear benefits, not only in the areaof R&D, but also in terms of product mix and marketing and areconfident that this winning combination will contribute greatly toour goal of becoming the overall No. 1 presence in the printingindustry."Océ's CEO Rokus van Iperen says:"I am very much looking forward to joining forces with Canon. Thereis a great fit between our companies, which share similar values anda strong commitment to technology and innovation. I am proud Canonintends to team up with Océ, based upon the prominence of ourcustomers and technology and of course our people that have shapedour company for generations.This is the best possible combination in the consolidating globalprinting industry and will deliver scale in R&D, manufacturing anddistribution. The combined organization provides us with access to ahuge sales network in Asia as well as mutual cross sellingopportunities in Europe and the United States. Our customers willbenefit from an outstanding product and services offering and ouremployees will be offered appealing development opportunities."Strategic rationaleCanon and Océ will be able to build upon each other's strong historyand proven track record of innovation and customers servicing andcreate a strong joint enterprise capable of long term successes. Thesimilar technology oriented background and corporate values will beimportant drivers creating the world's leading group in the printingindustry.Canon and Océ have similar backgrounds in corporate values with aclient oriented culture and a technology driven business model. Océ,one of the world's leading providers of document management andprinting for professionals, brings to the merger its expertise andstrengths in the areas of production printing, wide format printingand business services. Océ's strategy focuses on strengthening itsdistribution power, increasing product competitiveness and improvingoperational excellence. The combination will provide Océ access toCanon's well-established sales and marketing network throughout Asia.Additionally, Océ will benefit from the Canon Group Best in Classprocesses and infrastructure as well as financing to facilitateactive investment toward the expansion of Océ's business operations.The combination of Canon and Océ will have leading positions in theSOHO (Small Office/Home Office), office, production and wide formatsegments, offering a superlative range of products and services. Itwould be able to provide optimal customer servicing through itsenhanced scale, innovative technologies and strong distributionnetworks. Océ and Canon have complementary technologies and productsand would benefit from improved diversification across regions andbusinesses.Under Phase III of its Excellent Global Corporation Plan, launched in2006, Canon aims to join the ranks of the world's top 100 companiesin terms of all key measures of business performance. As a principalstrategy toward the realization of this goal, Canon aims to achievethe overwhelming No. 1 position worldwide in all of its current corebusinesses. Océ boasts a robust direct sales and service network in32 countries, which will provide valuable additional sales andservice support for Canon-brand products. Furthermore Canon willbenefit from the addition of Océ's production and wide formatprinting line-up, along with the R&D synergies made possible throughjoint development initiatives in these areas.The printing industry currently is in a period of consolidation,driven by the undeniable fact that scale is increasingly important,especially in R&D and manufacturing. Only players that are able toimprove profitability through increased scale and Best in Classprocesses and infrastructure will play a leading role in the printingindustry going forward. In this perspective, Canon and Océ form theideal combination. Together they are excellently positioned tooptimize the servicing of their customers and become the undisputedmarket leader.Océ's position in the combinationFollowing the completion of the merger, Océ will remain a separatelegal entity and will become a division within Canon withheadquarters in Venlo (the Netherlands). Océ will be responsibleworldwide for wide format, commercial printing and business services.Océ's office activities will be integrated in Canon's Office ImagingProducts division ("OIP"). Canon's Large Format Printing willfunctionally be integrated in the Océ Production Printing Division("Océ division") over time.In order to create optimal scale in the right segments, the Océdivision will report (managerial and financially) to the Canon Boardand will lead the R&D and manufacturing for its businesses.Furthermore, Océ's headquarters, combining R&D, production and salesfunctions, is expected to play an integral role for Canon's Europeanregional operations, one of Canon's key bases within its ThreeRegional Headquarters vision. The current Management Board and keymanagement of Océ will remain in place. In the Océ division, thestrong Océ brand name will be maintained and will be applied in allrelevant markets.Corporate governanceFollowing completion of the Offer the Management Board of the Océdivision will consist of the following persons: Messrs. Van Iperen,Kerkhoven and Schaaf. Océ's Supervisory Board will include thefollowing persons: Messrs. Tanaka, Elverding and Baan, as well asthree additional persons to be selected among Canon's top executives.Integration phaseThe integration of both Canon and Océ businesses will take place overthe coming 3 years. Canon and Océ have agreed on a high levelintegration plan and integration project organization. Theintegration will be aimed to optimize efficient coordination ofSales, Service, Marketing, R&D and Manufacturing & Logistics coveringall business areas, the process of which will be directed andsupervised by a Steering Committee composed of executives from Canonand Océ. The Sales and Service integration will be led by jointintegration teams per region with initially two dedicatedorganizations, respectively for the OIP and for the Océ division.Social aspectsThe Océ employees will become part of a global leader in the printingindustry which will capitalize on the strong brands of bothcompanies. Océ and Canon do not expect that there shall be anymaterial negative consequences as a result of the Offer for theexisting employment level of Océ, excluding already announcedpersonnel reductions. The combination will respect the existingrights of the employees of Océ, including applicable covenants withthe Océ works councils and the unions, the applicable social plansand collective labor agreements. The combination will also respectthe current obligations with respect to the pension rights of Océ'semployees.CustomersThe customers of both Canon and Océ will benefit from an enlargedrange of high quality products and services through an extendedglobal sales and service network.Business PartnersOcé will carefully explore with its various business partners thefuture of their relationship in view of the contemplated transaction.Financial highlights of the OfferCanon intends to acquire all the outstanding Shares of Océ through afully self-funded cash offer consisting of ? 8.60 in cash perordinary Océ Share, representing: * a 70 % premium over Océ closing price on Friday 13 November 2009; * a 137 % premium over Océ's average twelve months share price.No further dividends are expected to be declared prior to thecompletion of this Offer.Committed ShareholdersBestinver Gestion S.A. SGIIC, a holder of approximately 9.5% of theoutstanding Shares, has committed itself to tender its Shares underthe intended Offer when it is made. The irrevocable contains certaincustomary undertakings and conditions including that the shareholderwill only tender its Shares to a bona fide third party offeror at aprice of at least 10% above the Offer. Canon will have the right tomatch any competing offer.Ducatus N.V., ASR Nederland N.V. and ING AM Insurance Companies B.V.,each holder of depository receipts for cumulative preference sharesin Océ and Stichting Administratiekantoor Preferente Aandelen Océ,which holds on their behalves all the cumulative preference sharesrepresenting in aggregate approximately 19% of Océ's voting rights,have entered into a conditional agreement with Canon to transfertheir depository receipts and cumulative preference shares,respectively, on the condition of the Offer being declaredunconditional.RecommendationThe Management and Supervisory Boards of Océ fully and unanimouslysupport the transaction with Canon, after giving due consideration tothe strategic, financial and social aspects of the transaction andtaking into account the interest of the shareholders and all otherstakeholders of Océ, including clients and employees. The Managementand Supervisory Boards of Océ will recommend to the shareholders thatthey accept the Offer.Financing of the OfferThe cash consideration of the Offer is ? 730 million, based on a 100%acceptance of Océ's ordinary shareholders. The cash consideration fordepository receipts for cumulative preference shares amounts to ? 65million. Canon intends to refinance short and long term debt of Océ,as needed. As per 31 August 2009, the total amount of short and longterm debt amounted to ? 704 million. Canon will finance the Offer anddebt repayment from internally generated funds.Offer Conditions and ProcessThe Offer will commence after the formal filing with the AFM (DutchAuthority Financial Markets) of an Offering Memorandum. Thecommencement of the Offer is subject to the satisfaction of certainpre-offer conditions customary for a transaction of this kind, suchas (i) relevant antitrust clearances for the Offer, (ii) norevocation of the recommendation by Océ's Management Board orSupervisory Board, (iii) no revocation of the agreements with theCommitted Shareholders, (iv) no competing offer having been made, (v)no order, stay judgment or decree restraining, prohibiting ordelaying the transaction, (vi) agreement on and AFM approval of theOffering Memorandum, (vii) no material breach of the merger protocoland (viii) no material adverse change having occurred.When made, the consummation of the Offer will be subject to thesatisfaction or waiver of certain offer conditions customary fortransactions of this kind, such as (i) a minimum acceptance of 85% ofthe Shares on a fully diluted basis, (ii) no revocation of therecommendation by Océ's Management Board and Supervisory Board, (iii)no revocation of the agreements with the Committed Shareholders, (iv)no competing offer having been made, (v) no order, stay judgment ordecree restraining, prohibiting or delaying the transaction, (vi) nomaterial breach of the merger protocol and (vii) no material adversechange having occurred.Océ may terminate the conditional agreement with Canon in the eventthat a bona fide third party makes an offer which is, in thereasonable opinion of Océ's Management Board and Supervisory Boards,superior to the Offer. An alternative offer shall only be regarded assuperior in the event its bid price exceeds the Offer price by 10%,or in the event of a consecutive bid by 5%. Canon has a right tomatch a superior offer. In the event the conditional agreement isterminated pursuant to a competing offer, Océ shall pay to Canon anamount of ? 7,950,000 as compensation for opportunity costs and othercosts incurred by Canon.The relevant bodies and authorities (such as the relevant employeerepresentative bodies, the AFM, the Social Economic Council and therelevant antitrust authorities) have been or will be informed and/orconsulted (as applicable), as customary in a transaction of thiskind.If the Offer is declared unconditional, it is intended that Océ'slisting on the Official Market of NYSE Euronext Amsterdam N.V. willbe terminated as soon as possible.In the event that the Offer is declared unconditional and less than95% of the Shares is acquired, Canon may utilize available legalmeasures (for example a legal merger and squeeze out) in order toincrease their ownership to 100% of the total share capital of Océ.Expected timing * The Offering Memorandum is expected to be published and the Offer is expected to commence in the first quarter of 2010; * Following the publication of the Offering Memorandum, Océ will convene an extraordinary general meeting of shareholders to inform its shareholders about the Offer and to approve certain customary resolutions that are to be adopted as a condition to the Offer; * The settlement date is to be determined.AdvisorsMizuho Securities acted as financial advisor to Canon.Stibbe and Herbert Smith acted as legal advisors to Canon.ING Corporate Finance acted as financial advisor to Océ and provideda fairness opinion.Lazard acted as financial advisor to Océ Supervisory Board andprovided a fairness opinion.De Brauw Blackstone Westbroek acted as legal advisor to Océ.Hill & Knowlton acted as communication advisor to Océ.Exchange agentFortis Bank (Nederland) N.V. / MeesPierson CFCM will act as theexchange agency for this Offer.Media Events and Investor Communication InformationPress conferences * Océ: 16 November 2009, 10.00 - 11.00 hrs CET, Hotel Okura Amsterdam * Canon: 16 November 2009, 17.00 - 18.00 hrs JST, Tokyo Kaikan, TokyoAnalysts and investors meetings * Océ: 16 November 2009, 13.00 - 14.30 hrs CET, Hotel Okura Amsterdam * Canon: 16 November 2009, 17.00 - 18.00 hrs JST, Tokyo Kaikan, TokyoFor more informationOcé Investor Relations Canon Investor RelationsCarlo Schaeken Masahiro OsawaVice President Investor Group Executive, Finance & AccountingRelations HeadquartersPhone + 31 77 359 2240 Phone +81-3-5482-8969E-mail investor(at)oce.com E-mail org-ir(at)list.canon.co.jpOcé Media Relations Canon Media RelationsJan Hol Richard BergerSenior Vice President Corp. Manager, Global Public RelationsCommunicationsPhone + 31 77 359 2000 Phone +81-3-5482-8055E-mail jan.hol(at)oce.com E-mail richard.berger(at)canon.co.jpOverview of CanonCanon Inc. (NYSE: CAJ), headquartered in Tokyo, Japan, is a leader inthe fields of professional and consumer imaging equipment andinformation systems. Canon's extensive range of products includescopying machines, multifunction office systems, inkjet and laser beamprinters, cameras, video equipment, medical equipment andsemiconductor-manufacturing equipment. With almost 170,000 employeesworldwide, Canon has manufacturing and marketing subsidiaries inJapan, the Americas, Europe, Asia and Oceania; and a global R&Dnetwork with companies based in the United States, Europe, Asia andAustralia. Canon's consolidated net sales for fiscal 2008 (endedDecember 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.comOverview of OcéOcé is one of the world's leading providers of document managementand printing for professionals. The broad Océ offering includesoffice printing and copying systems, high speed digital productionprinters and wide format printing systems for both technicaldocumentation and color display graphics. Océ is also a foremostsupplier of document management outsourcing. Many of the world'sFortune 500 companies and leading commercial printers are Océcustomers. The company was founded in 1877. With headquarters inVenlo, the Netherlands, Océ is active in over 90 countries andemploys some 22,000 people worldwide. Total revenues in 2008 amountedto ? 2.9 billion. Océ is listed on NYSE Euronext in Amsterdam.For more information on Océ N.V., visit the company's website:www.investor.oce.comRestrictionsThis announcement is for information only and does not constitute anoffer or an invitation to acquire or dispose of any securities orinvestment advice or an inducement to enter into investment activity.This announcement does not constitute an offer to sell or issue orthe solicitation of an offer to buy or acquire the securities ofCanon or Océ (the "Companies") in any jurisdiction.The distribution of this press release may, in some countries, berestricted by law or regulation. Accordingly, persons who come intopossession of this document should inform themselves of and observethese restrictions. To the fullest extent permitted by applicablelaw, Canon and Océ disclaim any responsibility or liability for theviolation of any such restrictions by any person. Any failure tocomply with these restrictions may constitute a violation of thesecurities laws of that jurisdiction. Neither Canon, nor Océ, nor anyof their advisors assumes any responsibility for any violation by anyperson of any of these restrictions. Any Océ shareholder who is inany doubt as to his position should consult an appropriateprofessional advisor without delay.In addition, the Offer is not being, and will not be, made directlyor indirectly, in or into the United States or Canada, and the Offershould not be accepted from within the United States or Canada.Accordingly, any documents related to the Offer are not being, andwill not be, mailed or otherwise forwarded, distributed or sent in,into or from the United States or Canada, and any acceptancesreceived from the United States or Canada will be rejected asinvalid.This press release may include "forward-looking statements" andlanguage indicating trends, such as "anticipated" and "expected."Although Canon and Océ believe that the assumptions upon which theirrespective financial information and their respective forward-lookingstatements are based are reasonable, they can give no assurance thatthese assumptions will prove to be correct. Neither Canon nor Océ,nor any of their advisors accepts any responsibility for anyfinancial information contained in this press release relating to thebusiness or operations or results or financial condition of the otheror their respective groups.This press release is also published in Dutch; the English versionwill prevail over the Dutch version.http://hugin.info/130675/R/1355144/328839.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 16.11.2009 - 07:15 Uhr
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