Recommended cash offer by Canon for all the issued and outstanding ordinary shares of Oc?.V. to crea

(Thomson Reuters ONE) - This is a joint press release by Canon Inc, Canon Finance Netherlands B.V. andOc?.V. pursuant to the provisions of Section 10 paragraph 3 and Section 18paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft) in connection with the recommended public offer by Canon FinanceNetherlands B.V. for all the issued and outstanding ordinary shares in thecapital of Oc?.V. This announcement does not constitute an offer for all theissued and outstanding ordinary shares in the capital of Oc?.V.  Any offerwill be made only by means of the Offer Memorandum (as defined below). Thisannouncement is not for release, publication or distribution, in whole or inpart, in or into directly or indirectly the United States and Canada.28 January 2010 - With reference to the joint press releases of Canon Inc.(trading symbol CAJ) ("Canon") and Oc?.V. (trading symbol OCE) ("Oc?") of 16November 2009 and 14 December 2009, Canon Finance Netherlands B.V., a whollyowned subsidiary of Canon (the "Offeror") and Oc?ereby jointly announce thatthe Offeror is making a fully self-funded, public cash offer for all the issuedand outstanding ordinary shares with a nominal value of EUR 0.50 each in thecapital of Oc?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 OfferMemorandumHighlights * Canon and Oc?im 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 Oc?t conditions that are favourable to its Shareholders and all other stakeholders. * The Supervisory Board and the Management Board of Oc?ully 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. * Oc?ill 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.The OfferThe Offeror is making the Offer on the terms and subject to the conditions andrestrictions contained in the Offer Memorandum, dated 28 January 2010 (the"Offer Memorandum"). The Offer Memorandum will be available as of today (asdescribed below). Shareholders should refer to the Offer Memorandum for allterms of, and conditions and restrictions to, the Offer.Shareholders tendering their Shares under the Offer will be paid, under theterms and subject to the conditions and restrictions contained in the OfferMemorandum, in cash the Offer Price of EUR 8.60 (which includes any dividend orother distribution on the Shares that may be declared prior to the SettlementDate and, consequently, the Offer Price will be decreased to reflect suchdeclaration of dividend or other distribution, if any, prior to the SettlementDate) in respect of each Share validly tendered (or defectively tenderedprovided that such defect has been waived by the Offeror) and delivered(geleverd), subject to the Offer being declared unconditional.Recommendation of the BoardsThe supervisory board of Oc?the "Supervisory Board") and the management boardof Oc?the "Management Board" and together with the Supervisory Board the"Boards") have received extensive strategic, financial and legal advice and havegiven due and careful consideration to the strategic, financial and socialaspects and consequences of the proposed transaction and have considered allother options available to Oc?such as stand-alone scenarios and potentialthird party transactions.Taking all these considerations into account, theBoards have unanimously reached the conclusion that the Offer presents the bestpossible way forward for Oc?t conditions that are favourable to itsShareholders and all other stakeholders and as such the Offer is in the bestinterests of Oc?the Shareholders and its other stakeholders.The Supervisory Board and the Management Board are of the opinion that the pricebeing offered per Share is fair and reasonable to the Shareholders from afinancial point of view. In this respect, reference is made to the Boards'financial assessment of the Offer, as included in Section 2 (The Board'srationale) of the Position Statement, the Fairness Opinion rendered by INGCorporate Finance and the Fairness Opinion rendered by Lazard, as included inSection 6 (Fairness Opinions) of the Position Statement. With reference to theabove, the Supervisory Board and the Management Board fully support the Offerand unanimously recommend the Offer to the Shareholders for acceptance.Extraordinary General Meeting of ShareholdersAt 14:30 hours, Amsterdam time, on 12 February 2010, an extraordinary generalmeeting of shareholders of Oc?ill be convened at Van der Grintenstraat1, 5914 HD, Venlo, the Netherlands, at which meeting the Offer, among othermatters, will be discussed in accordance with the provisions of Article 18,paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft, the "Decree") (the "Extraordinary General Meeting ofShareholders").A position statement providing further information to the Shareholders asrequired pursuant to article 18 paragraph 2 of the Decree (the "PositionStatement") and the agenda for the Extraordinary General Meeting of Shareholders(including notes and other related documents) will be made available by Oc?sof today and as further described below.Works councils and Merger CommitteeThe relevant and applicable employee consultation procedures have been completed(including the information provision process with the Merger Committee, the Oc?uropean Works Council and the relevant Oc?orks councils).Committed SharesBestinver Gestion S.A., SGIIC executed an irrevocable undertaking pursuant towhich it irrevocably agrees, subject to the terms and conditions of theirrevocable undertaking, to accept the Offer in respect of all Shares held by itin the Acceptance Period and pursuant to which Bestinver Gestion S.A., SGIICirrevocably agrees to cooperate with such acceptance (the "IrrevocableUndertaking"). The acceptance of the Offer by Bestinver Gestion S.A., SGIIC willbe on the same terms and subject to the same conditions and restrictions as setforth in the Offer Memorandum.The Irrevocable Undertaking contains certain customary undertakings andconditions including that Bestinver Gestion S.A., SGIIC will only tender itsShares to a bona fide third party offeror at a price of at least 10% above theOffer and in respect of any consecutive public offers at a price of at least 5%above the most recently offered consideration.Canon will have the right to matchany competing offer. The Irrevocable Undertaking relates to 8,087,554 Shareswhich represent approximately 9.5% of the Shares at the date of the OfferMemorandum.Preference SharesBeleggingsfonds 'Ducatus', an investment fund (beleggingsfonds) of which KempenCapital Management N.V. is the investment manager (beheerder) and KempenBewaarder Beleggingsfonds 'Ducatus' B.V. is the custodian (bewaarder), ASRLevensverzekering N.V. (a wholly owned direct subsidiary of ASR Nederland N.V.)and ING AM Insurance Companies B.V., each a holder of Depositary Receipts forcumulative financing preference shares in Oc?have each entered into aconditional agreement with Canon to transfer their Depositary Receipts andStichting Administratiekantoor Preferente Aandelen Oc?which holds all of thePreference Shares on behalf of the Depositary Receipt Holders, representing inaggregate approximately 19% of Oc?'s total share capital, has committed itselfto transfer the Preference Shares, subject to (amongst other conditions) theOffer being declared unconditional (gestand wordt gedaan).Owned sharesAs at the date of the Offer Memorandum, Canon holds indirectly through theOfferor 23,807,737 Shares, which represent approximately 22.18% of the Company'stotal issued share capital and 28.05% of the Shares.Acceptance PeriodThe Acceptance Period begins at 9:00 hours, Amsterdam time on 29 January 2010and ends at 17:30 hours, Amsterdam time, on 1 March 2010 (the "AcceptanceClosing Date"), unless extended. Acceptance under the Offer must be made in themanner specified in the Offer Memorandum.Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn,subject to the right of withdrawal of any tender during the extension of theAcceptance Period in accordance with the provisions of Article 15 of theDecree.During such extension of the Acceptance Period, any Shares previouslytendered and not withdrawn will remain subject to the Offer. Shares tenderedduring the extension of the Acceptance Period may not be withdrawn.Acceptance by ShareholdersHolders of Shares which are held through an Admitted Institution are requestedto make their acceptance known via their bank or stockbroker no later than17:30 hours, Amsterdam time on 1 March 2010, unless the Acceptance Period isextended in accordance with Section 5.8 (Extension) of the Offer Memorandum.Ifsuch bank or stockbroker is not an Admitted Institution, it should in turninform the relevant Admitted Institution. The relevant bank or stockbroker mayset an earlier deadline for communication by holders of such Shares in order topermit the bank or stockbroker being an Admitted Institution to communicatetheir acceptance to the Exchange Agent in a timely manner.The Admitted Institutions may tender Shares for acceptance only to the ExchangeAgent and only in writing. In submitting the acceptance, the AdmittedInstitutions are required to declare that (i) they have the Tendered Shares intheir administration, (ii) each Shareholder who accepts the Offer irrevocablyrepresents and warrants that the Shares tendered by him are being tendered incompliance with the restrictions set out in Section 1 (Restrictions andimportant information) of the Offer Memorandum and (iii) they undertake totransfer these Shares to the Offeror on or before the Settlement Date, providedthe Offer has been declared unconditional (gestand wordt gedaan).Holders of Shares in physical form (K-stukken) are requested to tender theseShares in physical form through their (custodian) bank or (stock) broker wheretheir custody/cash accounts are administered, to the Exchange Agent. If such(custodian) bank or stockbroker is not an Admitted Institution, it should inturn inform the relevant Admitted Institution.ExtensionThe Offeror may only extend the Offer past the Acceptance Closing Date once atits discretion (extension for more than one period is subject to clearance ofthe AFM, which will only be given in exceptional circumstances) if one or moreOffer Conditions are not fulfilled by the Acceptance Closing Date. If the Offeris extended, all references in the Offer Memorandum to 17:30 hours, Amsterdamtime, on 1 March 2010 will be changed, unless the context requires otherwise, tothe date and time to which the Offer has been so extended.If the Offer is extended and the obligation pursuant to Article 16 of the Decreeto announce whether the Offer has been declared unconditional is postponed, apublic announcement to that effect shall be made no later than the thirdBusiness Day following the Acceptance Closing Date in accordance with theprovisions of Article 15 of the Decree.During an extension of the AcceptancePeriod, any Shares previously tendered and not withdrawn will remain subject tothe Offer, subject to the right of each Shareholder, in accordance with Article15 paragraph 3 of the Decree, to withdraw the Shares already tendered during theAcceptance Period.Declaring the Offer unconditional (gestanddoening)The Offer shall be subject to the fulfilment of the offer conditions as set outin Section 6.2 (Offer Conditions) of the Offer Memorandum (the "OfferConditions"), including, but not limited to, the condition that on theAcceptance Closing Date the number of Tendered Shares together with the Sharesthat are directly or indirectly held at that time by the Offeror represent atleast 85% of all Shares on a fully diluted basis. The Offeror has the right, butnot the obligation, to waive certain Offer Conditions, including but not limitedto, the 85% acceptance threshold, as further described in the Offer Memorandum.No later than on the third Business Day following the Acceptance Closing Date,such date being the Unconditional Date, the Offeror will determine whether theOffer Conditions have been fulfilled or are to be waived. In addition, theOfferor will announce on the Unconditional Date, in accordance with Article 16,paragraph 1 of the Decree, one of the following: (i) the Offer has been declaredunconditional (gestand wordt gedaan), such date being the Unconditional Date or(ii) the Offer will be extended in accordance with Article 15 of the Decree, or(iii) the Offer is terminated as a result of the Offer Conditions not havingbeen fulfilled or waived by the Offeror.SettlementIn the event that the Offeror announces that the Offer is declared unconditional(gestand wordt gedaan), the Shareholders having tendered their Shares foracceptance will receive no later than on the Settlement Date, the Offer Price inrespect of each Share validly tendered (or defectively tendered provided thatsuch defect has been waived by the Offeror) and delivered (geleverd) on theterms and subject to the conditions and restrictions of the Offer.Post-acceptance PeriodIn the event that the Offeror announces that the Offer is declared unconditional(gestand wordt gedaan), the Offeror has the right to continue the Offer by wayof a post-acceptance period (na-aanmeldingstermijn). No later than on the thirdBusiness Day following the Unconditional Date, the Offeror may announce apost-acceptance period (na-aanmeldingstermijn) for the Offer for a maximumperiod of two weeks. During a post-acceptance period, Shareholders that have notyet tendered their Shares under the Offer will be given the opportunity to do soin the same manner and under the same conditions and restrictions as set out inthe Offer Memorandum all in accordance with Article 17 of the Decree.Liquidity and delistingThe purchase of Shares by the Offeror pursuant to the Offer, among other things,will reduce the number of Shareholders and the number of Shares that mightotherwise trade publicly and thus adversely affect the liquidity and marketvalue of the Shares not tendered.Subject to the Offer being declared unconditional (gestand wordt gedaan) and inthe event that the Offeror has acquired 95% of the Shares, the listing of theShares on Euronext Amsterdam will be terminated as soon as possible. This mayfurther adversely affect the liquidity and market value of any listed Shares nottendered.AnnouncementsAny further announcements declaring whether the Offer is declared unconditional(gestand wordt gedaan) and announcements in relation to an extension of theAcceptance Period will be issued by press release. Subject to any applicablerequirements of the Decree and other applicable laws and without limiting themanner in which the Offeror may choose to make any public announcement, theOfferor will have no obligation to communicate any public announcement otherthan as described above.Offer Memorandum, Position Statement and further informationThis announcement contains selected, condensed information regarding the Offerand does not replace the Offer Memorandum and the Position Statement. Theinformation in this announcement is not complete and additional information iscontained in the Offer Memorandum and the Position Statement. Terms not definedherein shall have the meaning as set out in the Offer Memorandum. Shareholdersare advised to review the Offer Memorandum and the Position Statement in detailand to seek independent advice where appropriate in order to reach a reasonedjudgment in respect of the Offer and the content of the Offer Memorandum and thePosition Statement.Copies of the Offer Memorandum are available on the website of Canon(www.canon.com/publicoffer ) and Oc?www.investor.oce.com ). Canon's and Oc?'s websitesdo not constitute a part of, and are not incorporated by reference into theOffer Memorandum. Copies of the Offer Memorandum are furthermore available freeof charge at the offices of Oc?nd the Exchange Agent at the addressesmentioned below.Copies of the Position Statement, the articles of association of Oc?which areincorporated by reference in, and form an integral part of, the OfferMemorandum), the annual financial statements (jaarrekeningen) of Oc?or theFinancial Year 2008, the Financial Year 2007 and the Financial Year 2006, asadopted by the General Meeting of Shareholders of Oc?which are incorporated byreference in, and form an integral part of, the Offer Memorandum), and theannual financial statements of Oc?or the financial year 2009 (which will bepublished in February 2010) are (or will be made) available free of charge atOc?'s website: www.investor.oce.com and at theoffices of Oc?nd the Exchange Agent, and can be obtained by contacting Oc?rthe Exchange Agent at the address mentioned below. Canon Inc. Canon Finance Netherlands B.V. 30-2, Shimomaruko, 3-Chome Fred. Roeskestraat 123-I 146-8501 Ohta-Ku, Tokyo 1076 EE Amsterdam Japan The Netherlands Tel:       +81 3 5482 8969 E-mail:  org-ir(at)list.canon.co.jp Oc?.V. The Exchange Agent Sint Urbanusweg 43 Fortis Bank (Nederland) N.V. / 5914 CA Venlo MeesPierson CFCM The Netherlands Rokin 55   1012 KK Amsterdam   The Netherlands Tel:       +31 77 359 2240 E-mail:  investor(at)oce.com Tel:       +31 20 527 2467 E-mail:  prospectus(at)nl.fortis.com RestrictionsGeneral RestrictionsThe Offer is made with due observance of such statements, conditions andrestrictions as are included in the Offer Memorandum. The Offeror reserves theright to accept any tender under the Offer, which is made by or on behalf of aShareholder, even if it has not been effected in the manner set out in the OfferMemorandum. The Offer is not being made, and the Shares will not be accepted forpurchase from or on behalf of any Shareholder, in any jurisdiction in which themaking or acceptance thereof would not be in compliance with the securities orother laws or regulations of such jurisdiction or would require anyregistration, approval or filing with any regulatory authority not expresslycontemplated by the terms of the Offer Memorandum. However, acceptances of theOffer by Shareholders not residing in the Netherlands will be accepted by theOfferor if such acceptances comply with (i) the acceptance procedure set out inthe Offer Memorandum and (ii) the applicable laws and regulations of thejurisdiction from which such acceptance has been made. Persons obtaining theOffer Memorandum are required to take due note and observe all such restrictionsand obtain any necessary authorisations, approvals or consents. Neither theOfferor, nor Canon, nor Oc?nor any of their respective affiliates, managing orsupervisory board members, employees, nor their respective advisers nor theExchange Agent accepts any liability for any violation by any person of any suchrestriction. Any person (including, without limitation, custodians, nominees andtrustees) who would or otherwise intend to forward the Offer Memorandum or anyrelated document to any jurisdiction outside the Netherlands should carefullyread Section 1 (Restrictions and important information) of the Offer Memorandumbefore taking any action. The distribution of the Offer Memorandum injurisdictions other than the Netherlands may be restricted by law and thereforepersons into whose possession the Offer Memorandum comes should informthemselves about and observe such restrictions. Any failure to comply with anysuch restrictions may constitute a violation of the law of any suchjurisdiction.U.S. and CanadaThe Offer is not being, and will not be made, directly or indirectly, in orinto, or by use of the mails, or by any means or instrumentality (including,without limitation, electronic mail, post, telephone, facsimile, telex orelectronic transmission) of interstate or foreign commerce of, or any facilityof a national securities exchange of the U.S. or Canada, and the Offer shouldnot be accepted by any such use, means, instrumentality or facility or fromwithin the U.S. or Canada.Accordingly, the Offer Memorandum, any acceptance ofthe Offer made in the manner specified in the Offer Memorandum and any relateddocuments are not being and must not be mailed or otherwise distributed or sentin, into or from (whether by use of the mails, or by any means orinstrumentality (including, without limitation, electronic mail, post,telephone, facsimile, telex or electronic transmission) of interstate or foreigncommerce, or of any facility of a national securities exchange of) the U.S. orCanada. Persons receiving such documents (including, without limitation,custodians, nominees and trustees) must not distribute or send them into or fromsuch jurisdictions or use such mails or any such means, instrumentality orfacility for any purpose directly or indirectly with the Offer and doing so willrender invalid any relevant purported acceptance of the Offer.The Offer Memorandum has not been submitted to or reviewed by the U.S.Securities and Exchange Commission ("SEC") or any state securities commission inthe U.S. and neither the SEC nor any such state securities commission hasapproved or disapproved or determined whether the Offer Memorandum is truthfulor complete. Any representation to the contrary is a criminal offence in theU.S.Forward-Looking StatementsThe Offer Memorandum includes "forward-looking statements" including statementsabout the expected timing and completion of the Offer.Forward-looking statementsinvolve known or unknown risk and uncertainty because these statements relate toevents and depend on circumstances that occur in the future. Generally, wordssuch as may, should, aim, will, expect, intend, estimate, anticipate, believe,plan, seek, continue or similar expressions identify forward-looking statements.Although the Offeror, Canon and Oc?each with respect to the statements it hasprovided, believes the expectations reflected in such forward-looking statementsare based on reasonable assumptions, no assurance can be given that suchstatements will be fulfilled or prove to be correct, and no representations aremade as to the future accuracy and completeness of such statements. Any suchforward-looking statements must be considered together with the fact that actualevents or results may vary materially from such forward-looking statements dueto, among other things, political, economic or legal changes in the markets andenvironments in which the Offeror, Canon and/or Oc?oes business, tocompetitive developments or risks inherent to the Offeror's, or Canon's, orOc?'s business plans and to uncertainties, risk and volatility in financialmarkets and other factors affecting the Offeror, Canon and/or Oc?The Offeror, Canon and Oc?ndertake no obligation to publicly update or reviseany forward-looking statements, whether as a result of new information, futureevents or otherwise, except as required by applicable laws and regulations or byany appropriate regulatory authority.Overview of CanonCanon Inc. (NYSE: CAJ), headquartered in Tokyo, Japan, is a leader in the fieldsof professional and consumer imaging equipment and information systems. Canon'sextensive range of products includes copying machines, multifunction officesystems, inkjet and laser beam printers, cameras, video equipment, medicalequipment and semiconductor-manufacturing equipment. With almost 170,000employees worldwide, Canon has manufacturing and marketing subsidiaries inJapan, the Americas, Europe, Asia and Oceania; and a global R&D network withcompanies based in the United States, Europe, Asia and Australia.Canon'sconsolidated net sales for fiscal 2008 (ended December 31, 2008) totaled $44.99billion (at an exchange rate of ¥91 = US$1).For more information on Canon, visit the company's website:www.canon.comOverview of Oc?Oc?s one of the world's leading providers of document management and printingfor professionals.The broad Oc?ffering includes office printing and copyingsystems, high speed digital production printers and wide format printing systemsfor both technical documentation and color display graphics. Oc?s also aforemost supplier of document management outsourcing. Many of the world'sFortune 500 companies and leading commercial printers are Oc?ustomers. Thecompany was founded in 1877. With headquarters in Venlo, the Netherlands, Oc?sactive in over 100 countries and employs some 22,000 people worldwide. Totalrevenues in 2009 amounted to EUR 2.6 billion. Oc?s listed on NYSE Euronext inAmsterdam.For more information on Oc?.V., visit the company's website:www.investor.oce.com This press release is available on the Canon website atwww.canon.com and on the Oc?ebsite at www.investor.oce.com.This press release is also published in Dutch; the English version will prevailover the Dutch version.[HUG#1378014] Press release (PDF): http://hugin.info/142411/R/1378014/338744.PDF

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