Regulatory News:
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 10 February 2015, Canon Inc. (TSE: 7751, NYSE: CAJ) ("Canon") announced a recommended public cash offer to the shareholders of Axis Aktiebolag ("Axis") to tender all their shares in Axis to Canon for SEK 340[1] (http://connect.ne.cision.com#_ftn1) per share (the "Offer"). Today, Canon has published the offer document relating to the Offer. The offer document and acceptance forms are available on www.canoffer.info and www.sebgroup.com/prospectuses.
The offer document and the acceptance form will be distributed to shareholders in Axis whose shares were directly registered with Euroclear Sweden AB as at 26 February 2015. A copy of the offer document and acceptance forms are provided free of charge upon request. Such request may be made by telephone +46 10 212 22 08.
The acceptance period for the Offer runs from 3 March 2015 up to and including 1 April 2015. Settlement is expected to occur on or around 15 April 2015.
Canon reserves the right to extend the acceptance period as well as to postpone the date of settlement. Canon will announce any extension of the acceptance period and/or postponement of the settlement by a press release in accordance with applicable laws and regulations.
The information provided herein was submitted for publication on 2 March 2015, 08.00 a.m. CET.
Information about the Offer
Information about the Offer is made available at: www.canoffer.info.
Brief description of Canon
Canon Inc. (TSE: 7751, NYSE: CAJ) is a public limited liability company incorporated in Japan, with registered seat in Tokyo and headquarters in Tokyo, Japan, with address 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan. Canon is a leader in the fields of professional and consumer imaging equipment and information systems. Canon's extensive range of products includes production printers, multifunction office systems, inkjet and laser printers, cameras, video equipment, medical equipment and semiconductor-manufacturing equipment. Through these products, Canon meets growing customer needs that are becoming increasingly diversified and sophisticated. Today, the Canon brand is recognized and trusted throughout the world.
Canon operates around the globe with approximately 192,000 employees and 261 consolidated subsidiaries. Canon's sales in 2014 were more than €25 billion on a consolidated basis with a well-balanced geographic mix: EMEA (29% of total sales), Americas (28%), Asia Oceania (24%) and Japan (19%). Canon operates its business through the following three segments: Office Business Unit (56% of total sales), Imaging System Business Unit (36%), and Industry and Others Business Unit (11%). Canon focuses on R&D activities with more than €2 billion of annual R&D investments and has been constantly ranked among the top 3 US patent holders. Canon has a strong balance sheet position with net cash approaching €6 billion, maintaining its solid credit ratings: AA (long-term) from S&P and Aa1 (long-term) from Moody's. Canon's common shares are traded on the First Section of the Tokyo Stock Exchange and its American Depositary Receipts are traded on the New York Stock Exchange. The current market capitalization is approximately €31.3 billion (as of 26 February 2015).
Brief description of Axis
Axis offers intelligent security solutions that enable a smarter, safer world. As the global market leader in network video, Axis is driving the industry by continually launching innovative network products based on an open platform, delivering high value to customers through a global partner network. Axis has long-term relationships with partners and provides them with knowledge and ground-breaking network products in existing and new markets. Axis has more than 1,900 dedicated employees in 49 countries around the world, supported by a network of more than 75,000 partners across 179 countries. Founded in 1984, Axis is a Sweden-based company listed on Nasdaq Stockholm under the ticker AXIS.
Important information
The Offer, pursuant to the terms and conditions presented in the offer document, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country any such action will not be permitted or sanctioned by Canon. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or by persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or to any Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. persons or any persons located or resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, is not located in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and is not participating in such Offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Hong Kong, Japanese, Canadian, New Zealand, South African or U.S. person, that is located outside Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States and that is not giving an order to participate in such offer from Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Canon will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
For purposes of this section "United States" and "U.S." means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
[1] If Axis pays dividends or makes any other distributions to shareholders, for which the record date occurs prior to the settlement of the Offer, the Offer price will be reduced accordingly.
This information was brought to you by Cision http://news.cision.com
Contacts:
Canon Inc.
Lars Wahlström
Media Relations, Kreab (Europe)
Phone: +46 735 026 438
E-mail: lars.wahlstrom@kreab.com
or
Johan Hallsenius
Media Relations, Kreab (Europe)
Phone: +46 735 026 438
E-mail: johan.hallsenius@kreab.com
or
Shinichi Aoyama
Investor Relations, Canon (Japan)
Phone: +81 3 5732 8829
E-mail: aoyama.shin-ichi@canon.co.jp
or
Richard Berger
Media Relations, Canon (Japan)
Phone: +81 3 5482 8055
E-mail: richard.berger@canon.co.jp