Oce NV

Oce Japan to Become Wholly Owned Subsidiary of Canon Marketing Japan

Canon and Océ have announced plans to combine both companies' printing operations in Japan. The move follows the completion on March 9, 2010 of the public offer by Canon Inc. for Océ outstanding common shares, which was launched with the aim of creating the overall No. 1 presence in the printing industry.

To facilitate the combination in Japan, Canon Marketing Japan Inc., a company in which Canon Inc. holds the majority of the voting rights, and Océ NV have reached an agreement by which Océ N.V. will sell 100% of the share capital in Océ-Japan Corporation to Canon Marketing Japan Inc. Océ-Japan Corporation accounts for less than one percent of overall Océ revenues. The transaction price amounts to Yen 1,100 million (approximately EUR 9.6 million).

By combining their Japanese businesses, Canon and Océ will be better placed to generate sales, particularly in the wide format and production printing segments. The combined sales organizations will make both companies' products and services available to a broader customer base, serving to reinforce the Canon-Océ market position in Japan. Moreover, employees will have greater opportunities as a result of the strengthened combined business.

Procedural Aspects

Since this combination comprises a related party transaction, it is being executed at arm's length. The transaction is fully in line with Canon's stated intention to adhere to prevailing Dutch corporate governance standards. The transaction has been approved by the Océ Board of Executive Directors and the independent members of the Océ Supervisory Board. This decision took the interests of all stakeholders into account.

In this context, ING Corporate Finance has rendered a fairness opinion confirming that, from a financial perspective, the price is fair to Océ and its shareholders.

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