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").
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.
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.
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.
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.
Former St Ives technical director John Charnock has founded Print Research International, a one-stop knowledge base for the printing industry. Print Research International is the access point to a global network of experts and consultants, all specialists in their disciplines, and offers business management and consultancy to help printers, manufacturers and organisations worldwide, adapt to and profit from the changing face of the international graphic arts industry.
"I have spent many years seeking out the best technology and the right people to implement it, and I intend to keep on doing so," says Charnock. "It helped make St Ives a market leader and I am sure it can help other companies and organisations to be leaders in their fields. It's about business process change and positioning print to achieve greater value and applies to both print technology manufacturers and printers."
The aim of Print Research International is to help businesses adapt to the changing landscape of print through research, knowledge and leadership. It offers businesses access to a wide range of skills and partnerships to help them implement new business strategies. It also has links and resources in universities and research bodies which can facilitate product re-engineering, aid market knowledge and help companies stand out from their competitors.
Print Research International has a global remit and is currently working with companies in North America and Europe. A business review is available in order for Print Research International to assess the best course of action and recommend the right people to add the most value to an organisation. It emphasises the importance of high-quality and high-value knowledge and leadership to achieve the best possible results. "The companies we help have to see a return on their investment," says Charnock. "If we don't add the value and demonstrate the benefit that we promise, then we won't charge."
Print Research International's specialist partners work together in a system of business review which is based on six principles of business:
Pr-international: Territory and market
Pr-intelligence: Information management and research
Pr-integration: Effective production and automation
Pr-internal: Resources and business continuity, products and services
Pr-interface: Communication, logistics and administration
Pr-intuition: Leadership, vision and culture
"There are some great minds out there and we have some great partners," says Charnock. "By bringing them together everyone benefits."
“Printers should not sell printing”, says Prof Frank Romano ahead of an Ipex 2010 Great Debate exploring how printers should be selling print. Instead, printers should sell solutions to their customers’ promotion and marketing problems. “Print is a commodity because all printers have great quality and great service, so the major differentiator is price. Solutions are a profit opportunity because they emphasise value-added services, like database, creative, and fulfilment.”
Running on 18 and 22 May, More than ink on paper - how should printers be selling print? is one of a series of free expert panel debates at Ipex 2010 tackling some of the most critical issues facing the print industry today. Produced by world print authority, Pira International in association with Ipex, The Great Print Debates will bring together experts, thought leaders and high-profile industry representatives from 18-25 May 2010.
According to Pira, the days of selling print based on equipment specifications are over. Today printers need a technology or customer-driven strategy to attract profitable work that is more than just ink on paper. Frank Romano, Professor Emeritus, Rochester Institute of Technology and Great Debate chairperson is one of the expert panel from across the supply chain. The panel will discuss how printers can make money from services including fulfilment, personalisation and mailing. In addition, the panel will explore the optimum technologies needed to execute these strategies and the changing competitive landscape with digital increasing its market share from conventional printing methods.
The Debates come at a critical time according to Pira Consultant and Great Debate chair, Sean Smyth. “The industry is in an unprecedented period of change, exacerbated by the deep recession. Cash conservation is a short-term tactic, not a strategy to build a successful business. These debates provide an opportunity for industry players to put their heads above the parapet and think about how their businesses, and their careers, might progress satisfactorily under new conditions”.
Three other important questions will also be debated: What will the printer of the future look like?, Will an Ipod for publishing kill printed media? and Green print: is it worth it? With full audience participation and interaction, The Great Print Debates will take expert commentary, lively debate and audience interactivity to a completely new level at a major exhibition.
Audience participation and interaction using simple polling technology will allow real-time feedback and drive the questioning of the panel chair, pushing the experts out of their comfort zone. Looking forward to the Debates, Laurel Brunner of Digital Dots reminds the industry, “It's all too easy to forget that understanding the important issues only comes with interaction and participation.”
Debate participants will take away an exclusive study with scenarios and forecasts to 2020. With input from a special panel of authoritative print and publishing experts from around the world,
Print to 2020 will provide a unique global summary of the major challenges, threats and opportunities facing the global printing industry. Building upon the themes discussed at the Ipex/Pira forums, the study will offer an exclusive roadmap for how these issues are likely to develop over the next ten years. Print to 2020 is published by Pira International.
HP today announced financial results for its first fiscal quarter ended Jan. 31, 2010, with net revenue of $31.2 billion, up 8% from a year earlier and up 5% when adjusted for the effects of currency.
In the first quarter, GAAP diluted earnings per share (EPS) was $0.96, up from $0.75 in the prior-year period. Non-GAAP EPS was $1.10, up from $0.93 in the prior-year period. Non-GAAP financial information excludes after-tax costs of approximately $0.14 per share and $0.18 per share in the first quarter of fiscal 2010 and 2009, respectively, related primarily to the amortization of purchased intangibles, restructuring charges and acquisition-related charges.
"HP is well-positioned to outperform the market," said Mark Hurd, HP chairman and chief executive officer. "The strength of our portfolio, leaner cost structure and accelerating market momentum give us the confidence to raise our full-year outlook."
Information about HP's use of non-GAAP financial information is provided under "Use of non-GAAP financial information" below. Unless otherwise noted, all growth rates included in the narrative below reflect year-over-year comparisons.
First quarter revenue was up 9% in the Americas to $13.6 billion. Revenue was up 1% in Europe, the Middle East and Africa and 26% in Asia Pacific to $12.1 billion and $5.4 billion, respectively. When adjusted for the effects of currency, revenue was up 7% in the Americas, down 1% in Europe, the Middle East and Africa and up 19% in Asia Pacific. Revenue from outside of the United States in the first quarter accounted for 65% of total HP revenue, with revenue in the BRIC countries (Brazil, Russia, India and China) increasing 41% over the prior-year period while accounting for 10% of total HP revenue.
"Solid performance across the business and disciplined execution on our cost initiatives contributed to strong growth in cash flow and EPS," said Cathie Lesjak, HP executive vice president and chief financial officer. "We will continue to invest for growth and leverage our scale and global position to take advantage of an improving demand environment."
Enterprise Storage and Servers
Enterprise Storage and Servers (ESS) reported total revenue of $4.4 billion, up 11%. Industry Standard Server revenue increased 27% while Storage revenue declined 3% with the midrange EVA product line down 5%. Business Critical Systems revenue declined 22%, while ESS blade revenue was up 24%. Operating profit was $552 million, or 12.6% of revenue, up from $406 million, or 10.3% of revenue, in the prior-year period.
Imaging and Printing Group
Imaging and Printing Group (IPG) revenue increased 4% to $6.2 billion. Supplies revenue was up 1%, up 4% in constant currency, while Commercial hardware revenue and Consumer hardware revenue increased 4% and 21%, respectively. Printer unit shipments increased 16%, with Commercial printer hardware units up 11% and Consumer printer hardware units up 18%. Operating profit was $1.1 billion, or 17.0% of revenue, versus $1.1 billion, or 18.5% of revenue, in the prior-year period.
Personal Systems Group
Personal Systems Group (PSG) posted a 26% increase in unit shipments and maintained the leading market share position in PCs worldwide. PSG revenue increased 20% to $10.6 billion. Notebook revenue for the quarter was up 25%, while Desktop revenue increased 16%. Commercial client revenue was up 16%, while Consumer client revenue increased 26%. Operating profit was $530 million, or 5.0% of revenue, up from $436 million, or 5.0% of revenue, in the prior-year period.
Services revenue decreased 1% to $8.7 billion. Infrastructure Technology Outsourcing revenue increased 2% to $3.9 billion. Technology Services revenue decreased 2% to $2.4 billion. Application Services posted revenue of $1.5 billion and Business Process Outsourcing posted revenue of $734 million down 8% and 3%, respectively. Operating profit was $1.4 billion, or 15.8% of revenue, up from $1.1 billion, or 12.9% of revenue, in the prior-year period.
HP Software revenue was flat at $878 million. Business Technology Optimization revenue decreased 1% and Other Software revenue increased 1%. Operating profit was $167 million, or 19.0% of revenue, up from $140 million, or 15.9% of revenue, in the prior-year period.
HP Financial Services
HP Financial Services (HPFS) revenue increased 13% to $719 million. Financing volume increased 30%, and net portfolio assets increased 23%. Operating margin was 9.3% of revenue, up from 6.4% in the prior-year period.
HP generated $2.4 billion in cash flow from operations for the first quarter. Inventory ended the quarter at $6.6 billion, down 6 days. Accounts receivable of $14.5 billion was down 4 days. Accounts payable ended the quarter at $13.6 billion, up 3 days. HP's dividend payment of $0.08 per share in the first quarter resulted in cash usage of $189 million. HP also utilized $2.7 billion of cash during the quarter to repurchase approximately 54 million shares of common stock in the open market. HP exited the quarter with $13.7 billion in gross cash.
For the second quarter of fiscal 2010, HP expects revenue of approximately $29.4 billion to $29.7 billion, GAAP diluted EPS in the range of $0.89 to $0.91, and non-GAAP diluted EPS in the range of $1.03 to $1.05. Second quarter fiscal 2010 non-GAAP diluted EPS estimates exclude after-tax costs of approximately $0.14 per share, related primarily to the amortization of purchased intangibles, restructuring charges and acquisition-related charges.
HP estimates full year fiscal 2010 revenue will be approximately $121.5 billion to $122.5 billion, up from its previous estimate of $118.0 billion to $119.0 billion. HP expects full year fiscal 2010 GAAP diluted EPS to be in the range of $3.79 to $3.86, up from its previous estimate of $3.65 to $3.75, and non-GAAP diluted EPS to be in the range of $4.37 to $4.44, up from its previous estimate of $4.25 to $4.35. Full year fiscal 2010 non-GAAP diluted EPS estimates exclude after-tax costs of approximately $0.58 per share, related primarily to the amortization of purchased intangibles, restructuring charges and acquisition-related charges.
These estimates for both the second quarter and full year fiscal 2010 do not reflect the potential impact of the proposed acquisition of 3Com Corporation that HP announced on Nov. 11, 2009.
Océ N.V. and Konica Minolta Holdings Inc. have reviewed their existing strategic alliance in light of the public offer made by Canon Inc.
Initiated by Konica Minolta, the joint development activities for cutsheet monochrome and color output systems for the production market have been stopped.
In good mutual consultation, both companies have reached a new OEM sales agreement under which Konica Minolta will continue to supply its office printing systems to Océ, and both Konica Minolta and Océ will continue to supply cutsheet production printing systems to each other.
Also, both companies will continue to supply consumables and parts and offer after-sales services for products sold under their former and new OEM sales agreement to serve their customers.
Rokus van Iperen, Chairman of the Board of Executive Directors of Océ, today informed an Extraordinary General Meeting of Shareholders about the status of the published Offer by Canon Inc., via Canon Finance Netherlands B.V., for the shares of Océ N.V. made on 28 January 2010. Following the presentation by the Chairman of the Executive Board, an elaborate exchange of ideas took place with regard to several aspects of the Offer, including the offer price and future governance.
Furthermore, the following resolutions were adopted in connection with the Offer.
The meeting granted discharge and release to the resigning members of the Supervisory Board, under the condition precedent that the discharge and release will be effective on the Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.
Mr. T. Tanaka will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.
Mr. S. Liebman will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.
Mr. N. Eley will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.
Mr. J.M. van den Wall Bake will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.
The meeting approved the amendment of the Articles of Association, under the condition precedent that the Offer is declared unconditional.
The amendment of the Articles of Association is related to the following three main subjects:
elimination of the cumulative protective preference shares;
deletion of the transfer restriction re convertible cumulative financing preference shares; and
changes to corporate governance structure.
The results of the voting at the meeting will be published at investor.oce.com before 19 February 2010. The minutes of the meeting will be available on that website not later than 12 May 2010.
Large Format Review provides daily breaking news on digital printer technology as used for commercial production of print for wide-format sign and display, dye-sublimation textile and fabric printing, packaging and industrial applications. We also cover 3D print and additive manufacturing.