OCE CEO URGES SHAREHOLDERS TO ACCEPT CANON OFFER

[Anonymous]

http://online.wsj.com/article/BT-CO-20100212-710050.html?mod=WSJ_Deals_LEFTLatestHeadlines
OCE CEO URGES SHAREHOLDERS TO ACCEPT
CANON OFFER
 AMSTERDAM –Oce NV’s  chief executive
Friday urged shareholders to accept Canon Inc.’s  takeover offer,
saying it is “fair and reasonable.”Japanese technology company Canon
offered EUR8.60 a share for the Dutch printer manufacturer in November,
in a deal which values Oce at EUR703 million. Canon currently holds a
stake of around 28% in Oce.Some Oce shareholders including Hermes Asset
Management, which has a 3.3% stake; Orbis AG (OBS.XE), which holds
around 10% and Sparinvest, which has a stake of around 5% have opposed
the offer, saying it substantially undervalues the Dutch
company.Speaking at a shareholders’ meeting, Van Iperen said there is
“no alternative” to Canon’s offer, and urged shareholders to approve
it.Canon will declare its offer unconditional if more than 85% of the
shares are tendered.

Oce shareholders have until March 1 to offer
their shares.
At the meeting, shareholders approved four new
supervisory board members, of whom three are Canon executives. The
changes to the supervisory board will only come into effect when the
Canon offer becomes unconditional.

http://www.businessweek.com/news/2010-02-10/canon-says-it-will-stick-to-oce-offer-defying-hermes-orbis.html
Canon Says It Will Stick to Oce
Offer, Defying Funds
Feb. 2010 — Canon Inc. said
it will stick to its $1 billion offer to buy Dutch printer maker Oce NV,
rejecting calls by shareholders including Hermes Fund Managers Ltd. and
Orbis Funds to raise the bid.The offer of 8.60 euros ($11.83) a share
for Oce “is reasonable,” Masaki Nakaoka, chief executive of Canon’s
office- imaging products operations, said in an interview in Tokyo
yesterday.Canon said two weeks ago it may settle for less than the 85
percent stake originally sought, limiting the ability of Hermes and
Orbis to force a higher price. The 70 percent premium Canon’s offering
may be sufficient to attract a majority of Oce shareholders who’ll
discuss it at a meeting on Feb. 12.“The fact that Canon repeats it will
stick to its offer and can lower the acceptance threshold increases the
chance that investors will feel obliged to offer their shares,” said
Maarten Altena, an Amsterdam-based analyst at SNS Securities, who has a
“hold” recommendation on Oce.“The questions on governance raised by
Hermes are relevant, and I haven’t seen them answered yet. This will be a
topic of discussion on Feb. 12.”

Canon, the world’s largest
maker of office equipment, first publicly disclosed it may waive its
minimum target to buy 85 percent of Oce shares on Jan. 28, two months
after the Japanese company announced its acquisition plans.Venlo,
Netherlands-based Oce, Canon’s third acquisition target in the past
three months, fell 0.1 percent to 8.679 euros at 10:51 a.m. in Amsterdam
trading. Canon’s offer on Nov. 16 was 70 percent higher than the
stock’s previous closing price.

Hermes, Orbis
Hermes, the
asset manager owned by BT Group Plc’s pension fund, has said since
January it doesn’t plan to sell its 3.3 percent holding to Canon because
the Japanese company’s bid is a “meager representation” of Oce’s value.
Hermes joined Orbis Funds, owner of about 10 percent of Oce, in
opposing the bid.The company said this week it will make Canon Finetech
Inc. a wholly owned subsidiary for 23.9 billion yen ($266 million) in
May. The company also offered to buy Optopol SA, a Polish maker of
diagnostic equipment for eye doctors, for 248 million zloty ($84
million) in December.Canon may seek more acquisitions to boost sales in
Europe and the U.S., Nakaoka said. “Information technology is an area
that we can’t operate by ourselves,” he said. Increased competition and
economic downturns are part of the reason for Canon to speed up
acquisitions, he said.

Minority Shareholders
Sparinvest
Holding A/S, won’t sell its stake of about 5 percent, Dutch newspaper
Het Financieele Dagblad said last month, without saying where it got the
information. Dutch investor group VEB, which represented 211
shareholders with about 0.003 percent of Oce at its last shareholders’
meeting, has also said it considers the bid too low.The company aims to
take advantage of its financial strength to speed up management
decisions and win a bigger share of the office-equipment market, Canon
said Feb. 8.Canon rose 0.7 percent to close at 3,540 yen in Tokyo
trading today. The stock has lost 9.5 percent this year compared with a
5.5 percent decline by the Nikkei 225 Stock Average.

As revenue
growth in the U.S., Europe and Japan will probably remain small in
coming years, businesses in China, India and Vietnam will likely drive
the company’s growth in printer operations, Nakaoka said.Sales in Asia
may account for 30 percent of Canon’s overall revenue within three
years, he said. That’s as much as Canon’s business in Europe last year,
which generated 31 percent of revenue, the largest proportion.

The
company is projecting its biggest annual profit increase in a decade
this year as the global economic recovery revives demand for printers
and copiers. Sales at the office- equipment division, the company’s
biggest with 51 percent of its 2009 revenue, are projected to rise 7
percent to 1.76 trillion yen in 2010, Canon said Jan. 27.

[Author]

February 15, 2010 at 9:48 AM