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Canon announces public cash offer to the shareholders of Axis

Canon Inc. today announced that it has decided to make a recommended public cash offer to the shareholders in the Swedish company Axis AB to tender all their shares in Axis to Canon. Completion of the Offer is subject to a number of conditions. The Axis shares are listed on Nasdaq Stockholm.


February 10, 2015
By Staff

The total value of the Offer is approximately SEK 23.6 billion and represents a premium of:

– approximately 49.8 per cent compared to the closing price of SEK 226.9 for the Axis share on Nasdaq Stockholm on 9 February 2015, which was the last trading day prior to the announcement of the Offer;

– approximately 64.4 per cent compared to the volume-weighted average price paid of SEK 206.8 for the Axis share on Nasdaq Stockholm during the last 30 trading days prior to announcement of the Offer;

– approximately 70.6 per cent compared to the volume-weighted average price paid of SEK 199.3 for the Axis share on Nasdaq Stockholm during the last 90 trading days prior to announcement of the Offer; and

– approximately 35.6 per cent compared to the highest quoted price paid for the Axis share since the Axis share was first admitted to trading on 27 June 2000 (which was SEK 250.8, recorded on 29 November 2013).

However, it should be noted that the Offer will be adjusted for any dividend distributed by Axis made prior to the settlement of the Offer. The Board of Directors of Axis has proposed a dividend of SEK 6.00 per share with a record date on 25 March 2015. If the Axis’ Annual General Meeting decides upon the proposed dividend, the adjusted Offer would be SEK 334 per share.

The acceptance period of the Offer is expected to commence on 3 March 2015 and is expected to expire on 1 April 2015. The Offer is conditional upon, inter alia, being accepted to such an extent that Canon becomes the owner of more than 90 per cent of the shares in Axis. Canon has reserved the right to waive this and other completion conditions according to the Offer. The Offer is not conditional upon financing.