TOKYO, February 15, 2010—Canon Inc.
("Canon"; President and COO: Tsuneji Uchida; Headquarters: Tokyo, Japan)
and OPTOPOL Technology S.A. ("OPTOPOL"; President: Adam Bogdani;
Headquarters: Zawiercie, Poland) reached an agreement in December last
year by which Canon would acquire OPTOPOL's shares through a tender
offer, which commenced on January 13, 2010.
Canon today announced that a total of 12,691,230 shares,
including those of founding family members, representing 89.35% (ratio
of voting rights) of the outstanding shares of OPTOPOL, had been validly
tendered pursuant to the tender offer as of the expiration of the
offering period on February 11 and, as such, OPTOPOL will be made a
consolidated subsidiary of Canon on February 19, 2010 (tentative).
OPTOPOL's founder will retain 10% of the shares for the foreseeable
future.
Following the
acquisition by Canon of OPTOPOL's shares, as Canon and OPTOPOL's founder
own more than 90% of the outstanding shares, Canon, with the
cooperation of the founder, intends to "squeeze out" the remaining 0.65%
of minority shareholders and have OPTOPOL's shares delisted.
Through this TOB, Canon will be able to
enter into the field of Optical Coherence Tomography (OCT), an area
expected to undergo significant growth; greatly strengthen its
ophthalmic diagnostic equipment product lineup; and offer a greatly
enhanced product portfolio spanning a wide range of ophthalmic
diagnostic systems. Additionally, Canon aims to achieve the world's No. 1
position within the overall ophthalmic diagnostic equipment segment
through joint product-development efforts by both companies that would
lead to the creation of groundbreaking new ophthalmic diagnostic tools.
1.Tender offer subscription period
The
22-day period (Poland business days) from January 13 until February 11,
2010
2.Tender offer price per
share
| Founding
family members: |
19 PLN |
| General shareholders: |
20 PLN |
3. Final results of
tender offer
| Minimum
number of shares to be achieved: |
11,363,440 shares |
| Total number of
shares subscribed: |
12,691,230 shares |
| Total number
of shares to be purchased: |
12,691,230 shares |
4. Funds required for
tender offer
246,163,160 PLN (approximately 7.88 billion yen)
(Note:
Calculated at an exchange rate of 1 PLN = 32 yen)
5. Tender offer settlement
February
19, 2010 (tentative)
6. Other
The results of the TOB were
published in the February 13, 2010 editions of the Parkiet and
Rzeczpospolita daily newspapers in Poland, and the Wall Street Journal
in the United States.
