Tokyo, 25 July 2009 — The Board of Directors of Nikon Corporation (hereinafter, the Company), at its meeting of June 3, 2009, made the decision to commence (through NIMD SPRL, a wholly-owned Belgian subsidiary) a public voluntary and conditional takeover bid in cash for all outstanding shares and warrants of Metris NV (hereinafter, respectively, the Takeover Bid and Metris). Following approval of the prospectus by the Belgian Banking, Finance and Insurance Commission on June 23 (hereinafter, the Prospectus), the initial acceptance period of the Takeover Bid opened on June 24 and closed on July 22. The results were as follows.
1. Outline of the Takeover Bid
1. Name of the target company
2. Types of securities to be acquired in the Takeover Bid
3. Initial acceptance period for the Takeover Bid
June 24, 2009 (Wednesday) to July 22 (Wednesday) (29 days)
4. Price offered for the Shares (please refer to note 1)
€5.50 per Share
2. Results of the Takeover Bid
1. Acceptance/non-acceptance of the Takeover Bid
In the event that the total number of shares tendered to the Takeover Bid did not reach the minimum acceptance threshold set as one of the conditions precedent for the Takeover Bid (85% of all outstanding shares), NIMD SPRL could elect to withdraw the Takeover Bid. However, the total number of shares tendered to the Takeover Bid during the initial acceptance period (representing 85.25% of all outstanding shares) exceeded said acceptance threshold, and, accordingly, all shares and warrants tendered will be purchased.
2. Number of Shares tendered in the initial acceptance period of the Takeover Bid
3. Funds required for purchase of the tendered Shares and Warrant
Approximately €60 million
3. Voluntary reopening of the Takeover Bid and outlook
85.25% of the outstanding shares of Metris having been tendered to the Takeover Bid, NIMD SPRL will proceed from July 27, 2009 to August 14, 2009 to undertake a voluntary reopening of the Takeover Bid in accordance with Section 126.96.36.199 of the Prospectus. During this period, holders of shares and warrants may tender their shares and warrants under the same conditions as those applicable during the initial acceptance period of the Takeover Bid.
If, upon completion of the voluntary reopening of the Takeover Bid, NIMD SPRL holds at least 90% (but less than 95%) of the shares, the Takeover Bid will, in accordance with Article 35, Paragraph 1, 1° of the Belgian Royal Decree of April 27, 2007 on public takeover bids, be reopened under the same terms and conditions as those applicable during the initial acceptance period of the Takeover Bid, for at least five and up to fifteen business days, within ten business days following the publication of the results of the voluntary reopening.
If following this reopening of the Takeover Bid, NIMD SPRL achieves an acceptance level of 95% or more of the shares, NIMD SPRL intends to proceed to a squeeze-out public bid pursuant to the provisions of Article 42 and Article 43 of the Belgian Royal Decree of April 27, 2007 on public takeover bids and Article 513 of the Belgian Company Code. Thereafter, Metris would thus become a wholly-owned subsidiary of the Company and its shares would then be delisted from NYSE Euronext Brussels.
- Note 1:
- For information on the prices offered for warrants and the entitlements of their holders to subscribe to new shares, please refer to the Prospectus. The Prospectus (together with a supplement approved by the Belgian Banking, Finance and Insurance Commission on June 26, 2009) is available in English and Dutch and a summary of the Prospectus (together with said supplement) is available in French. The English documentation may be accessed on the Company's Website (http://nikon.com/about/ir/index) and on Fortis Bank's Website (www.fortisbanking.be/saveandinvest). The Dutch documentation is available on Fortis Bank's Website (www.fortisbanking.be/sparenenbeleggen) and upon request from Fortis Bank's call center (Telephone: +32-2-4334031). The French documentation is available on Fortis Bank's Website (www.fortisbanking.be/epargneretplacer) and upon request from Fortis Bank's call center (Telephone: +32-2-4334032).
- About NIKON CORPORATION
- Nikon has carved out a place as a pioneer of optical technology in Japan and the world since its inception in 1917. Today, Nikon commands a high global standing in the manufacture and sale of camera-related products, such as digital cameras, as well as binoculars and other optical products for consumers, such as ophthalmic lenses. These items complement Nikon's diverse array of industrial precision equipment that includes semiconductor-related equipment, IC and LCD steppers and scanners, microscopes and measuring instruments.
Additional information about Nikon Corporation is available at http://nikon.com/
- About Metris
- Metris (Euronext — MTRS) designs, develops and markets a unique range of 3D hardware and software inspection systems servicing design and manufacturing industries.
The company's reliable and innovative metrology solutions cover the full range of measurement volumes required by automotive and aerospace customers, in both fixed and portable configurations and with optical and touch sensors.
Metris Headquarters are based in Leuven, Belgium, with additional production and development centers in Belgium, UK, Italy, US, Canada and China. Metris provides a worldwide network of sales and support offices located in Europe, Asia, and North-America. Additional information about Metris is available at http://www.metris.com/
The information is current as of the date of publication. It is subject to change without notice.