Dear All,
The Management Board of Optopol Technology S.A. is pleased to announce the signing of an agreement with Canon Inc., Tokyo, as of December 22, 2009 regarding a proposed business alliance and the taking over of full control by Canon of Optopol. Canon intends to acquire 90% of the outstanding shares of Optopol through a tender offer at PLN 20 for each share of Optopol in cash, except that certain major shareholders in Optopol agreed to sell a specified number of their shares for PLN 19 each pursuant to the tender offer. Until 2012 a 10-percent package of shares will remain under the ownership of the founder and President of Optopol, Mr. Adam Bogdani, who within this period, will retain his current position in Optopol. The subscription period for the tender offer is expected to begin on January 13, 2010 and end on February 11, 2010, subject to the terms and conditions of the tender offer.
For all Companies within the Optopol Group and Optopol’s employees, the signing of the agreement with Canon is undoubtedly a breakthrough event. The positive outcome and consequences of the proposed business alliance with Canon cannot be underestimated. In the near future, Optopol will become a business partner and member of Canon’s global family, which for Optopol not only presents a huge challenge, chance for growth, co-participation in original Polish technical solutions and reflects the achievements of Nicolaus Copernicus University in Torun in carrying out Canon’s plans, but the proposed transaction primarily involves a significant commitment by Canon and heightened responsibility for Optopol.
The great chance that we face is best illustrated by an extract quoted from the official press release that Canon Inc issued today in connection with the signing of the agreement:
„Under Phase III of its Excellent Global Corporation Plan, a five-year initiative launched in 2006, Canon aims to maintain its high-profitability structure and join the ranks of the world’s top 100 companies in terms of all key measures of business performance. As a principal strategy toward the realization of this goal, Canon aims to achieve the overwhelming No. 1 position worldwide in all of its current core businesses. Towards this goal, Canon welcomes OPTOPOL into the Canon Group as a partner toward the realization of becoming No. 1 in the world for comprehensive ophthalmic diagnostic equipment. The inclusion of OPTOPOL into the Canon Group is expected to offer the following three benefits.
Entry into the OCT segment
The first benefit is entry into the field of Optical Coherence Tomography (OCT). OCT plays an important role in fundus-examination devices that make use of near-infrared light for the diagnosis of retinal disorders, including such leading causes of eyesight loss as age-related macular degeneration and glaucoma. Such devices have garnered attention as innovative ophthalmic diagnostic tools that make possible more precise, more accurate diagnoses compared with conventional diagnostic equipment. Accordingly, this medical equipment segment is expected to undergo significant growth. OPTOPOL possesses a powerful product lineup that includes advanced OCT models and the acquisition of OPTOPOL would provide the Canon Group with a major foothold into the OCT product segment.
Strong complementary fit in products
The second benefit is a strong complementary product mix. OPTOPOL’s product lineup boasts strengths in such areas as OCT, ultrasound scanners, corneal topographers, and perimeters, while Canon excels in the areas of retinal cameras, refractors and tonometers. The combination of the two companies’ product offerings makes possible a greatly enhanced product portfolio spanning a wide range of ophthalmic diagnostic systems.
Technological synergies
The third benefit is technological synergies. OPTOPOL, with strength in optical tomographic technology, possesses advanced technological capabilities, as illustrated in its joint research project in collaboration with Poland’s Nicholas Copernicus University. Canon’s area of expertise, by comparison, lies in the areas of optics and imaging technology as a leading manufacturer of cameras and lenses. Joint product-development efforts by both companies would lead to the creation of groundbreaking new ophthalmic diagnostic tools.
Following the completion of the acquisition, OPTOPOL will maintain its headquarters in Zawiercie, Poland, and continue to conduct global business activities.”
We are ready to work hard and we will be thoroughly prepared and determined to contribute to make the proposed business alliance with Canon Inc. a success.
Sincerely yours,
Adam Bogdani
President of Management Board of Optopol Technology SA
