Notification of Results of Mandatory Reopening of the Takeover Bid on Metris NV
September 25, 2009
Tokyo, 25 September 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). The prospectus related to the Takeover Bid was approved by the Belgian Banking, Finance and Insurance Commission on June 23, 2009 (hereinafter, the Prospectus). As a result of 92.17% of the outstanding shares of Metris having been tendered following the voluntary reopening of the Takeover Bid which ended on August 14, 2009, NIMD SPRL has proceeded from August 31, 2009 to September 18, 2009 to undertake a mandatory reopening of the Takeover Bid in accordance with Section 126.96.36.199 of the Prospectus. The results were as follows.
1. Outline of the mandatory reopening
Name of the target company
Types of securities to be acquired in the mandatory reopening
Acceptance period of the mandatory reopening
August 31, 2009 (Monday) to September 18 (Friday) (19 days)
Price offered for the Shares (please refer to note 1)
€5.50 per Share
2. Results of the mandatory reopening
Acceptance/non-acceptance of the mandatory reopening
All shares and warrants tendered will be purchased.
Number of Shares tendered in the acceptance period of the mandatory reopening
Funds required for purchase of the tendered Shares and Warrants
Approximately €2 million
3. Squeeze-out public bid and outlook
As a result of the mandatory reopening, NIMD SPRL holds 11,980,911Shares and thus holds 95.04% of the Shares. NIMD SPRL will proceed from September 28, 2009 to October 16, 2009 to undertake 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. 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, the voluntary reopening and the mandatory reopening of the Takeover Bid.
All shares and warrants which will not have been tendered to the squeeze-out public bid will be deemed transferred to NIMD SPRL by operation of law on October 16, 2009. Thereafter, Metris will thus become a wholly-owned subsidiary of the Company and its shares will then be delisted from NYSE Euronext Brussels. The delisting request will be filed with NYSE Euronext Brussels on September 30, 2009 at the latest and will become effective on October 19, 2009.
- 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 first supplement and a second supplement approved by the Belgian Banking, Finance and Insurance Commission respectively on June 26, 2009 and September 1, 2009) is available in English and Dutch and a summary of the Prospectus (together with said first 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.