Tokyo-based Canon said yesterday it will buy Dutch printing firm Océ for an equity value of €730 million ($1.01 billion)
Canon is offering a price of €8.60 per share of Océ, translating to a premium of 70% over the closing share price on November 13 and 137% to the average closing price of the shares over the last 12 months. Canon intends to corner all Océ's outstanding shares via the open offer and then delist it from the NYSE Euronext Amsterdam where it currently trades.
Bestinver Gestion which owns 9.5% of Océ has agreed to tender its shares to Canon. Holders of depository receipts which represent approximately 19% of Océ's voting rights have also agreed to tender their shares once Canon's open offer becomes unconditional.
Océ's board is recommending the offer to shareholders. Océ can only terminate the agreement with Canon if an offer at least 10% higher is tabled. Canon has the right to match a superior offer and is also entitled to a termination fee of €7.95 million if the takeover is aborted.
Océ has €704 million of short- and long-term debt on its books as of August 31. Canon is financing the open offer, and will refinance the debt, out of internal accruals.
Canon also said that it does not expect Océ to have any significant redundancies due to the takeover and it will take on the existing pension plan and agreements with Océ's union.
Canon is advised by Mizuho Securities with Herbert Smith as legal advisor. ING corporate finance advised Océ and provided a fairness opinion. Lazard advised Océ's Supervisory Board and provided a fairness opinion. De Brauw Blackstone Westbroek acted as legal adviser to Océ.
Canon is an established brand in copying machines, multifunction office systems, inkjet and laser beam printers, cameras, video equipment, medical equipment and semiconductor-manufacturing equipment. Its calendar 2008 sales were $44.99 billion.
Océ is a provider of document management and printing for professionals including office printing and copying systems, high-speed digital production printers and wide format printing systems for both technical documentation and colour display graphics. Océ is also a supplier of document management outsourcing. Its revenues in 2008 were €2.9 billion.
Canon said after the deal Océ will gain access to Canon's sales and marketing network in Asia. Canon will run Océ as a division and maintain its existing headquarters in Venlo in the Netherlands.
"The printing industry currently is in a period of consolidation, driven by the undeniable fact that scale is increasingly important, especially in research and development and manufacturing," Canon said in a written statement, adding that the integration of the two firms will take up to three years. In August last year Japanese office solutions company Ricoh bought US firm Ikon for $1.62 billion in a bid to increase its presence in Europe and the US.
