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 user 2010-02-08 at 10:42:28 am Views: 52
  • #23833


    Investors in Océ, the
    Dutch printer manufacturer, on Wednesday accused Canon of seeking a “de
    facto squeeze-out” of minority shareholders in its proposed acquisition
    of the group.Canon’s €8.60 a share indicative offer for Océ last
    November gave Océ an enterprise value of €1.32bn. The acceptance period
    for the offer runs until March 1 but a group of investors last month
    said they would not tender their shares because they felt the offer was
    too low.
    Hermes Focus Asset Management, the most vocal of the funds
    to question the valuation, said it feared that various provisions in the
    deal, including the planned appointment by Canon of four of the six Océ
    supervisory board members, would “drastically reduce” the rights of
    minority shareholders in favour of Canon.“This gives the impression that
    [Canon and Océ] aim to leave little choice for investors but to tender
    their shares, representing a de facto squeeze-out of minorities,” it
    said.Canon has indicated it would not raise its offer. Although
    investors controlling as much as 15 per cent of shares may not tender
    their stock, Canon can still declare the offer binding if it falls short
    of an 85 per cent acceptance threshold.

    Hermes, which holds
    three per cent of Océ and invested in 2006 when Océ’s share price was
    significantly higher, said it wanted to have a reasonable alternative to
    accepting the offer “rather than being confronted with the prospect of
    unfair governance”. It has said it would support the takeover under
    better terms.While Canon and Océ have pointed out that the bid
    represents a 70 per cent premium to the group’s pre-offer share price,
    but it is far less generous under other valuation methods such as profit
    or sales multiples.This is partly explained by Canon’s plan to manage
    Océ as a separate business unit and not seek aggressive synergies.

    van Iperen, Océ’s chief executive, who will stay on after the takeover,
    said the Dutch group held talks with others in the industry and
    explored takeovers, alliances and other options before deciding to
    support Canon’s bid as “the best solution for all parties”.“It’s not a
    deal driven by cost synergies,” he said, noting that Océ’s leadership in
    very high-volume and wide-format printing complemented Canon’s
    leadership in office printing. “The whole rationale of the deal is to
    create together the number one player in the industry.”