Océ and Canon proposed merger

Oce Offices

On 16 November 2009 Canon and Océ announced that they had reached conditional agreement to combine their printing activities through a fully self-funded, public cash offer by Canon for all the outstanding ordinary shares of Océ.

The offer price of €8.60 per outstanding ordinary share of Océ represents a premium of 70% over the closing price of Friday 13 November 2009 and 137% to the average closing price of Océ’s shares over the 12 months prior to 16 November 2009. Canon and Océ will be able to build upon each other’s strong history and proven track record of innovation and customer servicing and will create a strong joint enterprise capable of long term success.

The combination will capitalize on an excellent complementary fit in product mix, channel mix, R&D and business lines resulting in an outstanding client offer spanning the entire printing industry. Océ remains a separate legal entity as a Canon division, headquartered in Venlo (The Netherlands); within this division the Océ brand name is to be maintained and applied in all relevant markets. Océ continues to lead its R&D and manufacturing.

The Management Board and key management will remain in place. Employees will become part of the industry leader. Océ and Canon do not see any material negative consequences as a result of the recommended offer for the existing employment level of Océ, excluding already announced personnel reductions. The Management and Supervisory Boards of Océ fully and unanimously support and recommend the intended offer.

Holders of the depository receipts for Océ’s cumulative preference shares (approximately 19% of the total share capital) agreed to sell their interests to Canon; large shareholder Bestinver Gestion, SGIIC S.A. (approximately 9.5% of the outstanding ordinary shares) has provided an irrevocable undertaking to tender. Canon has acquired 28.05% of the outstanding ordinary shares since 16 November 2009 and received approval from all relevant anti-trust authorities.