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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)
Original Post
Tokyoamsterdam: 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 on 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 US 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% 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% 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% at 3,370 yen ahead of the announcement, underperforming the benchmark Nikkei average, which gained 0.2%.
-Big boost to Canon's Production biz
-Decent boost to Canon's Direct sales
-Big FU to Konica and its OEM/Production units (Oce arguably KM's #1 reseller)
-Big Benefit of having just $119M in debt (Canon=0.4% debt load)
-the 730 Euro price is barely above Oce's 704E debt
- Both Ricoh and KM were deemed too financially unstable to bid on Oce
-Hp and Kyocera may counter offer, but unlikely
-Wow
Agreed, Expanding direct sales was way at the top of Canon's priority list - especially after losing GIS,Danka,IKON.

But without "Mega" dealers, this expansion was going to have to happen organically - which is hard. Ask the 8 CBS branches that opened this year without any clients or machines in the field.

Given that Oce almost totally relied on direct sales. I would say that they easily have over 30 US sales branches. Maybe closer to 50. Those are both guesses though
quote:
Geez, KM may be right back to where they were 5 years ago!



KM has strengthened itself dramatically in the past 5 years and while losing this distribution channel is a kick in the rear, the biggest impact will be losing the high end Oce'. Would tend to think that will lead to KM getting deeper in bed with Kodak.
I worked for Oce' for two years and frankly they are going to have to learn how NOT to sell on the lowest price now that they are being directed by Canon.
So, will KM enter a better bid?? Read below:

Océ may terminate the conditional agreement with Canon in the event that a bona fide third party makes an offer which is, in the reasonable opinion of Océ’s Management Board and Supervisory Boards, superior to the Offer. An alternative offer shall only be regarded as superior in the event its bid price exceeds the Offer price by 10%, or in the event of a consecutive bid by 5%. Canon has a right to match a superior offer. In the event the conditional agreement is terminated pursuant to a competing offer, Océ shall pay to Canon an amount of € 7,950,000 as compensation for opportunity costs and other costs incurred by Canon.
Go this via email today:

Canon intends to make an offer of € 8.60 per Share for 100% of the outstanding Shares of Océ, representing a premium of 70% over Océ's stock price.

There does not appear to be opposition to the deal either from European regulators or Océ board members.

Océ will remain a separate legal entity as a Canon division, headquartered in Venlo (the Netherlands).

The Océ brand is to be maintained and applied in all relevant markets. Océ will continue to lead its R&D and manufacturing and key management will remain in place.

Océ will be responsible worldwide for wide format, commercial printing and business services. Canon's Large Format Printing will functionally be integrated in the Océ Production Printing Division ("Océ division") over time.

Océ's office activities will be integrated in Canon's Office Imaging Products (OIP) division.
Océ had 2008 sales of 2.9 billion euros, one seventh of Canon's revenue from imaging products and printers.

The integration of both Canon and Océ businesses will take place over the next 3 years. The Sales and Service integration will be led by joint integration teams per region with initially two dedicated organizations, respectively for Canon's OIP and for the Océ division.


Expected Synergy

Océ's headquarters, combining R&D, production and sales functions, is expected to play an integral role for Canon's European regional operations.

Canon and Océ products have little overlap. Canon will have access to Océ's production printing and wide format technologies while Océ will benefit from Canon's office MFP product line where Océ has struggled.

---> "Oce's strength is really more in the higher end production printing and they just don't quite have the market share, and not quite the pull yet in the office space" - Customer quote (from a recent Ricoh Win Analysis of a global account)

The acquisition will give Océ access to Canon's large sales network in Asia (were Oce is weak) and help Canon rebuild its sales presences in the US after the loss of IKON.

Konica Minolta stands to lose the most from this deal. Océ and Konica Minolta formed an alliance last year that had Océ selling Konica Minolta office MFPs while Konica would have access to Océ's heavy production printing equipment. Currently, Océ is the largest Konica Minolta reseller.
Konica Minolta Says It Has No Plan to Counter Oce Bid (Update1)
By Mariko Yasu
Nov. 17 (Bloomberg) -- Konica Minolta Holdings Inc., the Japanese lens and office-equipment maker,
said it has no plan to counter Canon Inc.’s offer to buy Oce NV for 730 million euros ($1.1 billion).
“There’s no plan to make an offer to Oce at the moment,” Minoru Ikehara, a spokesman at the Tokyobased
company, said by phone today. While Konica Minolta had considered an acquisition of the Venlo,
Netherlands-based company, it decided to maintain a business alliance instead, he said.
Konica Minolta may make a counter bid, Royal Bank of Scotland Group Plc said in a report yesterday.
Konica Minolta, which has a business partnership with Oce, suffers the same lack of scale as Canon,
Wim Gille, an analyst for RBS, said in the report.
“It’s not realistic that rival companies such as Konica Minolta compete against Canon in a bidding war,”
said Hisashi Moriyama, a Tokyo-based analyst at JPMorgan Chase & Co. “Canon has a lot of money
relative to rivals.”
Konica Minolta fell 5.3 percent to close at 836 yen on the Tokyo Stock Exchange, the biggest drop since
Aug. 7. Canon, the world’s largest maker of office equipment, rose 3 percent to 3,470 yen, while Japan’s
benchmark Nikkei 225 Stock Average slid 0.6 percent.
To contact the reporter on this story: Mariko Yasu in Tokyo at myasu@bloomberg.net.
Last Updated: November 17, 2009 02:43 EST
quote:
Originally posted by JasonR:
quote:
Originally posted by 5050:
Does this affect Oce-Imagistics At all? How?


Well, since Oce-Imagistics is a division of Oce, I'm pretty sure it means they all go to Canon now.

This is the added US distribution I mentioned earlier.


I tend to agree with the notion that Imagistics won't change much on the short term. They will have Canon added to their mix but the Oce's will still be there. This acquisition isn't like buying a Global or an IKON. Canon acquired a manufacturer with it's own manufacturing and R&D. Over time the lines will be blurred but not for several years.
quote:
Originally posted by GIntel:
quote:
Originally posted by Art Post:
Does anyone know how man Imagistics Dealers there are or was?



I read an article from 2005 that counted 55 total imagistics dealers at 55.


So, potentially Canon as added 100 additional locations in the US market for a cool 1.9 billion. Could they have acutally addded 100 million a month to the annual sales in the US with this deal?
Found this on the web today::

By Pavel Alpeyev

Nov. 18 (Bloomberg) -- Orbis Funds, the asset manager that opposed takeover offers by Warren Buffett and Citigroup Inc., rejected Canon Inc.’s 730 million euro ($1.1 billion) bid to buy unprofitable Dutch printer maker Oce NV as too low.

Canon’s 8.60 euros-a-share offer “significantly undervalues” Oce’s assets, and Orbis doesn’t want to sell its stake of about 10 percent at that price, the Bermuda-based manager of $20 billion in assets said in a statement today. Canon said its bid was sufficient and Oce declined to comment.

The opposition pits Canon, the world’s largest maker of office equipment, against a fund that challenged Buffett’s bid for Clayton Homes Inc. in 2003 and led investors in pressuring Citigroup to raise its offer for Nikko Cordial Corp. two years ago. Canon earlier this week said it agreed to buy Venlo, Netherlands-based Oce to expand its printer operations.

“Opposition by such a major shareholder could result in delays and negative consequences for the deal,” Osamu Hirose, an analyst at Tokai Tokyo Securities who rates Canon shares “neutral,” said by phone today. “With Oce’s recent earnings in a slump, it might be tough to find a bidder who will offer a better premium.”

Oce’s review process of the bid was “careful and complete,” the company said in a statement today. Oce has had “frequent contact with all relevant industry players” and discussed various possible transactions before deciding on Canon.

Counter Bid?

Konica Minolta Holdings Inc., the Japanese lens and office- equipment maker that has a business partnership with Oce, said yesterday it has no plan to counter Canon’s offer.

Canon fell 0.3 percent to 3,460 yen on the Tokyo Stock Exchange. Oce added 0.3 percent, to 8.60 euros in Amsterdam trading. It surged 70 percent on Nov. 16 after Canon announced its offer.

“We believe that our offer, as was agreed by Oce’s management and supervisory boards, is sufficient,” Canon said in an e-mailed statement today.

Ducatus NV, ASR Nederland NV and ING Groep NV, which represent about 19 percent of Oce’s share capital, have agreed to sell their stakes to Canon, Oce said Nov. 16. Bestinver Gestion SA, holder of about 9.5 percent of the outstanding stock, provided an irrevocable undertaking to tender.

The Japanese company, also the world’s largest camera maker, has bought shares representing 16.9 percent of Oce’s total issued share capital, Tokyo-based Canon said yesterday. Canon wants a minimum acceptance of 85 percent, it said Nov. 16.

Wide-Format Printing

The offer values Oce’s stock at about 16 percent higher than its projected book value for the year ending November, according to the average of six analyst estimates compiled by Bloomberg. That’s in line with projected multiples at office equipment makers such as Xerox Corp. and Brother Industries Ltd.

Oce will become a separate division within Canon with a worldwide responsibility for wide-format printing, commercial printing and business services, Oce Chief Executive Officer Rokus van Iperen said on a Nov. 16 conference call with reporters. The transaction value amounts to about 1.5 billion euros including debt and other obligations, he said.

The deal is Canon’s biggest purchase, giving it control of the world’s largest maker of machines that make blueprints for construction companies and advertising posters. Ricoh Co., Japan’s second-biggest maker of office equipment, last year agreed to buy Malvern, Pennsylvania-based Ikon Office Solutions Inc. for $1.62 billion to expand operations in the U.S.

Citigroup

In 2007, Orbis led investors in Japanese brokerage Nikko Cordial to press Citigroup to raise a $13.4 billion bid by offering to sell their shares at a higher price than the U.S. bank was paying.

Berkshire Hathaway Inc., controlled by billionaire investor Buffett, was opposed by a group of Clayton investors including Orbis in 2003 over its bid for mobile-home maker Clayton. Orbis’s group said then Buffett’s fund was taking advantage of a drop in mobile-homes sales to buy the company cheaply. The deal was completed after the Tennessee Supreme Court refused to hear an appeal by one of the investors.

Last month, Oce reported its third-quarter net loss widened to 25.7 million euros, from 24.2 million euros a year earlier. Revenue dropped 9.9 percent to 630.8 million euros.

To contact the reporter on this story: Pavel Alpeyev in Tokyo at
Canon and Océ: More Details

Canon and Océ: More Details
By Cary Sherburne on November 19th, 2009

Océ management conducted a well-attended press teleconference today to provide further details of its acquisition by Canon. Jan Hol, who was interviewed earlier by WhatTheyThink, was on the line from Europe, and North America was represented by Mal Baboyian, president, production printing systems, Océ North America, and Joe Skrzypczak President and CEO of Océ North America. Océ reiterated that the intent of the acquisition was to create a global leader in the printing industry and to deliver scale in manufacturing, sales and marketing and R&D. Océ had been seeking an arrangement of this nature because it was clear that increased scale was among the essential success factors to create value and prosperity for stakeholders, something that was increasingly difficult for Océ to achieve as a standalone entity.

A few new details came out of this conference, including:

Océ will consist of three strategic business units (SBUs): Commercial Printing Systems, Wide Format Printing Systems (including Canon’s portfolio), and Business Services. It remains to be seen whether Canon’s relatively new services business will be rolled into the Océ Business Services SBU.
Océ, as a wholly owned division of Canon, will maintain its current responsibility for portfolio marketing, sales and services and the management of the SBUs will report to the Océ corporate board. Océ will lead R&D and manufacturing in The Netherlands, Germany and Canada. Sales and marketing will be organized by country.
A steering committee is being established to lead the integration between Canon and Océ for the office, including regional integration teams that include both Canon and Océ representation. At this point, management indicates it is unlikely an outside consulting firm will be engaged to facilitate the integration, which is expected to take up to three years.
The companies still plan to conclude the acquisition in the spring of 2010, at which time, listing of Océ shares on Euronext will be suspended.
When asked about potential counterbids, Hol stated, “As we stated last Monday, both the boards of both companies have agreed it is a fair price for shareholders. We are not in a position to provide further comments on the likelihood or unlikelihood of other bids.”
It is not clear what the outcome of the Océ/Konica Minolta alliance will be, although management on the call indicated Konica Minolta seems open and willing to work through the issues in the best interests of both companies and their customers, with Océ retaining an OEM contract that will provide Konica Minolta service, parts and consumables through the Océ channel for at least five years. It was too early to tell what might become of the joint R&D efforts the two companies had underway.
There are still many decisions to be made about where some specific products will fit in the portfolio and by whom they will be sold. Although there is little overlap, there is some, especially in the conjunction of office and production with products like the Océ 4000 family and the Canon imageRUNNER family. Nor is it clear where the Canon 7000 family will fit. It was intimated that some products would be sold by both the office and production groups.
With respect to PRIMSA, Baboyian stated, “PRISMA has been a cornerstone for us in production printing, very well accepted in the market. It is too premature for those kinds of details. We have to meet with Canon personnel during integration, but certainly PRISMA has been a very powerful software product portfolio we will look to capitalize on as much as possible, but we will also look at the Canon offerings as well.”
Océ has about 1,400 direct sales professionals in the Americas, and Canon has slightly less than that. Although specific figures were not available, Hol indicated that Canon/Océ direct sales forces were about balanced in terms of numbers in Europe. According to Skrzypczak, Oce´ is 99% direct in the Americas, except in wide format where there is a blend of dealer and direct sales.
Skrzypczak summed it up by saying, “Both companies share a huge commitment to technology and innovation. We also share similar values, a long term approach and a solid stakeholder approach. For Océ, this is a landmark event since it will become a wholly owned entity of a larger company. It is also a landmark event for Canon, since they have never acquired a company this large before, and have mostly grown organically. Canon is a monobrand company with a successful track record. Canon has agreed to maintain the strong Océ brand in all relevant markets. It is a full step forward.”
SCENARIOS-Will Canon succeed in its bid for Oce?

* Canon offering 730 million euros to buy Oce * Shareholder Orbis with 10 percent stake opposes offer
* Oce shares remain above Canon's 8.60 euro offer

By Harro ten Wolde AMSTERDAM, Nov 20 (Reuters) -Japan's Canon (7751.T) plans to buy Dutch copier and printer maker Oce (OCEN.AS) for 730
million euros ($1.09 billion), but large Oce shareholder Orbis said the offer undervalued the company.

In response, Oce shares passed Canon's 70 percent premium,
8.60 euros-per-share offer and traded as high as 8.85 euros on
Thursday, sparking investor hopes for a higher bid. What could be next?
CANON RAISES OFFER The Orbis move could threaten the coalition Canon has
created supporting its offer. Canon has already taken a 21.3
percent stake through purchases on the open market. With that
factored in, Canon has 49.8 percent of shares committed to the
offer, although that support is not unconditional. For instance, Bestinver Gestion S.A. has agreed to tender
its 9.5 percent stake as long as a counterbid is not 10 percent
or more above Canon's offer. Preference shareholders Ducatus/Kempen Capital Management,
ASR and ING (ING.AS), which together hold 19 percent of Oce's
voting rights, agreed to sell their interests to Canon when the
offer is declared unconditional.
Given that Canon has a 85 percent minimal required
acceptance of the shares, and Orbis says it has a 10 percent
stake, shareholders representing only just over 5 percent of Oce
would have to join with Orbis to make Canon's bid fail. Canon is now considered highly likely to raise the offer to
keep Orbis on board and prevent a domino-effect. "Chances that
the Canon offer may fail have slightly increased," analyst Jos
Versteeg at Amsterdam broker Theodoor Gilissen said.
RIVAL BIDDER Shareholder opposition -- on Monday Dutch shareholders group
VEB said it did not expect all shareholders to "jump for joy" at
the offer -- is considered likely to increase the chances of
another bidder entering the arena. Canon's offer values Oce at 5.4 times earnings before
interest, taxes, depreciation and amortisation (EBITDA). This
compares to an average of 7.5 times EBITDA for the peer group,
analysts at SNS Securities calculated. Konica Minolta (4902.T), which has a cross-selling agreement
with Oce, said it was not interested in entering a bidding war
and Xerox (XRX.N) has recently made a major acquisition in the
U.S.. That leaves Ricoh (RICO.BO) and Hewlett-Packard (HPQ.N) as
the main potential counterbidders left. Analysts consider Oce's Wide Format Printing Systems (WFPS)
division would perfectly fit within Hewlett-Packard.
NO BIDDER APPEARS; CANON STICKS TO ITS GUNS Canon's strong net cash position of 5 billion euros could
well deter potential counterbidders from entering the arena. Ricoh, the world's largest copier maker, may still be
occupied with integrating U.S. office equipment distributor Ikon
Office Solutions, which it bought, and shy away from
counterbidding for Oce. This could mean Canon will stick to its guns. Orbis alone
can't block the bid. If all other shareholders tender their
shares Orbis will be left with a 10 percent stake in an empty
shell.
CANON WALKS AWAY The prospect of Canon walking away from the deal is seen
unlikely becuase Oce is too important for Canon in its challenge
to keep up with rivals Ricoh and Xerox. Ricoh's acquisition last year of Ikon dealt a big blow to
Canon which provided 60 percent of the products Ikon handled. Canon and Oce products have little overlap, with the
Japanese company strong in regular office machines and mid- to
lower-end production printers while Oce excels in high-end and
advertisement-use large-sized printers. One way or another, though, most analysts agree that Oce
will end up being sold to someone in the near future. "Investors realise that chances of survival are small for
Oce on its own," asset manager Corne Van Zeijl at SNS Management
said
William Mitting, printweek.com, 23 November 2009

Shares in press manufacturer Océ are trading at a slight premium to the 8.60 euro a share offer from Canon, indicating the market anticipates Canon may be forced to raise its bid.

Last week, Orbis, a 10% shareholder in Océ said that it believed the bid "significantly undervalued" Océ, despite a general impression that the bid was a strong one in order to deter a counter bid from Konica Minolta.

Canon requires acceptance from 85% of its shareholders to complete a deal, so Orbis would have to persuade other investors to hold out for a higher bid in order to deter the move. However, the 2c premium suggest that should an offer come in, it will only be marginally higher that its current bid.

However, with Konica Minolta having ruled itself out of the running, a bid from a rival is unlikely to emerge. Even so, Canon may raise its bid in order to satisfy Orbis and ensure a smooth transaction.



UPDATE: THIS STORY HAS BEEN AMENDED AS THE OFFER PRICE FOR OCE WAS 8.60 AND NOT 7.80 A SHARE AS ORIGINALLY WRITTEN

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