With reference to the joint press releases of Canon Inc. (trading symbol CAJ) ("Canon") and Océ N.V. (trading symbol OCE) ("Océ") of 16 November 2009 and 14 December 2009, Canon Finance Netherlands B.V., a wholly owned subsidiary of Canon (the "Offeror") and Océ hereby jointly announce that the Offeror is making a fully self-funded, public cash offer for all the issued and outstanding ordinary shares with a nominal value of EUR 0.50 each in the capital of Océ (the "Shares") at an offer price of EUR 8.60 in cash per Share (the "Offer").
Terms not defined herein shall have the meaning as set forth in the Offer Memorandum
- Canon and Océ aim to create the overall No. 1 presence in the printing industry.
- The Offer is a fully self-funded and recommended cash offer for all the Shares at an offer price of EUR 8.60 in cash per Share.
- The Offer represents a premium of 70% over the closing price of Friday 13 November 2009 (being the last trading day before the public announcement of the intended Offer) and 137% over the average share price over the last 12 months prior to 16 November 2009.
- The Offer presents the best possible way forward for Océ at conditions that are favourable to its Shareholders and all other stakeholders.
- The Supervisory Board and the Management Board of Océ fully support and unanimously recommend the Offer to all Shareholders for acceptance.
- The acceptance period under the Offer begins at 9:00 hours, Amsterdam time, on 29 January 2010 and ends at 17:30 hours, Amsterdam time, on 1 March 2010, unless extended.
- Océ will convene an Extraordinary General Meeting of Shareholders at 14:30 hours, Amsterdam time, on 12 February 2010 at Van der Grintenstraat 1, 5914 HD, Venlo, the Netherlands during which, amongst other things, the Offer will be discussed.
- The Offer shall be subject to the fulfilment of the Offer Conditions as set out in the Offer Memorandum, including but not limited to, the condition that on the Acceptance Closing Date the number of Tendered Shares together with the Shares that are directly or indirectly held at that time by the Offeror represents at least 85% of the Shares on a fully diluted basis. The Offeror has the right, but not the obligation, to waive certain Offer Conditions, including but not limited to, the 85% acceptance threshold, as further described in the Offer Memorandum.
- The Depositary Receipt Holders, Ducatus, ASR and ING (approximately 19% of the total share capital), agreed to sell their interests to Canon; large Shareholder Bestinver Gestion S.A., SGIIC (approximately 9.5% of the Shares) has provided an irrevocable undertaking to tender.
- As at the date of the Offer Memorandum, Canon holds indirectly through the Offeror 23,807,737 Shares, which represent approximately 22.18% of the Company's total issued share capital and 28.05% of the Shares.