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AMSTERDAM (Dow Jones)--Oce NV (OCE.AE) shareholder Hermes Focus Asset Management Wednesday in an open letter to management of the Dutch printer maker expressed its concern about governance issues surrounding Canon Inc.'s (CAJ) EUR730 million bid for Oce.

"We welcome Canon's continued intention to pursue a merger, but recent filings confirm our concerns about the value offered to Oce shareholders and the takeover plans give rise to governance concerns," Hermes said in the letter.

Hermes, which has a 3.3% stake in Oce, says the offer document and the agenda for the annual shareholders meeting Feb. 12 raise concerns about the position of minority shareholders once the Canon offer is declared unconditional. "A number of shareholders, including Hermes, have expressed they will not offer their shares under the Canon bid," Hermes said.

Orbis Portfolio Management, with a stake of around 10% in Oce, has said it will not offer its share under the Canon bid. Sparinvest, representing 5% of the Oce shares, will not offer its shares, either, according to media reports.

Hermes added that Oce has not thoroughly explored a break-up scenario as an alternative to selling the company as a whole.

Canon, a Japanese image technology company, Nov. 16 launched its EUR8.60 per share offer for Oce. Hermes previously has said the Canon bid was too low.
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