OCE/ (UPDATE 3)
* Canon to offer 8.60 euros/shr, including dividend
* Deal worth 1.5 bln euros including debt, other obligations
* Oce management and supervisory board support offer
* Some pref holders and shareholders support deal
* Oce shares up 68.6 percent
(Adds analyst comment, details, share price)
By Kiyoshi Takenaka and Gilbert Kreijger
TOKYO/AMSTERDAM, Nov 16 (Reuters) - Japan's Canon plans to buy Dutch copier and printer maker Oce for 730 million euros ($1.09 billion) as it tries to return to growth after the global downturn and fight rival Ricoh.
Copier and digital camera maker Canon and Oce said in a joint statement Monday that Canon intends to offer 8.60 euros per share, or 730 million euros, for Oce's outstanding shares.
Canon's offer follows little over a year after Japan's Ricoh , the world's largest copier maker, bought U.S. office equipment distributor Ikon Office Solutions, a deal which transformed Ikon from an independent distributor to a Ricoh unit.
Canon, Oce and rivals have suffered from the economic slump, which forced companies to cut spending, including costs on copying and printing.
Oce, which was loss-making in the past two quarters, has been cutting costs and jobs and has not paid a final 2008 dividend, while Canon and Ricoh reported sharp falls in their quarterly profit last month.
"The deterioration of the economic market circumstances has influenced the performance of the industry but it was not the initiator for the strategic review process which after thourough and careful evaluation lead to this proposal of joining forces with Canon," Oce CEO Rokus van Iperen told reporters.
Oce shares were up 68.6 percent at 8.54 euros by 0924 GMT, reaching their highest level since June last year.
Including debt and other obligations, the deal values Oce -- which competes with Xerox and Konica Minolta -- at about 1.5 billion euros ($2.2 billion), Van Iperen said.
HP, KYOCERA POSSIBLE COUNTERBIDDERS
Analysts said the deal was good for Oce shareholders, as it solved most or all of the problems the company faced due to the drop in demand. They were divided about a possible rival offer.
SNS Securities said in a note Hewlett-Packard and Kyocera had sufficient financing options for a counter bid, while Ricoh and Konica Minolta currently had high debt levels and relatively low earnings generation.
Petercam analyst Eric de Graaf, however, said it was unlikely that another bidder would emerge because of the bid price and commitment of some shareholders and Oce's boards.
Preference share holders Ducatus, ASR and ING -- which together hold 19 percent of Oce's share capital -- agreed to sell their interests to Canon, while Oce shareholder Bestinver Gestion S.A. has agreed to tender its 9.5 percent stake.
Oce's management and supervisory boards support and will recommend the intended offer, Oce and Canon said.
Analysts said the deal is positive for Canon, while potentially negative for rival Japanese copier and printer maker Konica Minolta Holdings, which is in a business alliance with Oce.
"Konica Minolta procures high-end production printing machines from Oce, while Oce procures lower-end machines from Konica Minolta," Mizuho Securities analyst Ryosuke Katsura said.
"(The) chances are Canon machines will replace Konica Minolta gear in this relationship," he said.
Production printers, or digital commercial printers, are used to print such documents as product manuals and direct mail quickly and in large volume, and are a fast-growing segment of the global printer market.
Shares in Canon closed down 1.5 percent at 3,370 yen ahead of the announcement, underperforming the benchmark Nikkei average, which gained 0.2 percent. ($1=.6685 euros) (Editing by Joseph Radford and Mike Nesbit)
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