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Canon declares public offer for Océ unconditional

Friday, March 05, 2010

Press release from the issuing company

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").

Offer unconditional
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.

Post-acceptance period
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.

The financial adviser to Canon is Mizuho Securities Co., Ltd. and the financial adviser to Océ is ING Corporate Finance.




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