News Releases | Archive 2009

December 22, 2009
Canon Inc.

Canon Inc. to make OPTOPOL Technology S.A. of Poland a subsidiary

TOKYO, December 22, 2009—Canon Inc. ("Canon"; President and COO: Tsuneji Uchida; Headquarters: Tokyo, Japan) and OPTOPOL Technology S.A. ("OPTOPOL"; President: Adam Bogdani; Headquarters: Zawiercie, Poland) today announced that the two companies have reached an agreement to make OPTOPOL a consolidated subsidiary of Canon. Canon intends to acquire 90% of the outstanding shares of OPTOPOL through a tender offer with the aim of achieving the world's No. 1 position within the overall ophthalmic diagnostic equipment segment.

Under Phase III of its Excellent Global Corporation Plan, a five-year initiative launched in 2006, Canon aims to maintain its high-profitability structure and join the ranks of the world's top 100 companies in terms of all key measures of business performance. As a principal strategy toward the realization of this goal, Canon aims to achieve the overwhelming No. 1 position worldwide in all of its current core businesses. Towards this goal, Canon welcomes OPTOPOL into the Canon Group as a partner toward the realization of becoming No. 1 in the world for comprehensive ophthalmic diagnostic equipment. The inclusion of OPTOPOL into the Canon Group is expected to offer the following three benefits.

Entry into the OCT segment

The first benefit is entry into the field of Optical Coherence Tomography (OCT). OCT plays an important role in fundus-examination devices that make use of near-infrared light for the diagnosis of retinal disorders, including such leading causes of eyesight loss as age-related macular degeneration and glaucoma. Such devices have garnered attention as innovative ophthalmic diagnostic tools that make possible more precise, more accurate diagnoses compared with conventional diagnostic equipment. Accordingly, this medical equipment segment is expected to undergo significant growth. OPTOPOL possesses a powerful product lineup that includes advanced OCT models and the acquisition of OPTOPOL would provide the Canon Group with a major foothold into the OCT product segment.

Strong complementary fit in products

The second benefit is a strong complementary product mix. OPTOPOL's product lineup boasts strengths in such areas as OCT, ultrasound scanners, corneal topographers, and perimeters, while Canon excels in the areas of retinal cameras, refractors and tonometers. The combination of the two companies' product offerings makes possible a greatly enhanced product portfolio spanning a wide range of ophthalmic diagnostic systems.

Technological synergies

The third benefit is technological synergies. OPTOPOL, with strength in optical tomographic technology, possesses advanced technological capabilities, as illustrated in its joint research project in collaboration with Poland's Nicholas Copernicus University. Canon's area of expertise, by comparison, lies in the areas of optics and imaging technology as a leading manufacturer of cameras and lenses. Joint product-development efforts by both companies would lead to the creation of groundbreaking new ophthalmic diagnostic tools.

Following the completion of the acquisition, OPTOPOL will maintain its headquarters in Zawiercie, Poland, and continue to conduct global business activities.

Overview of OPTOPOL

The Optopol Group, based in Poland, develops, manufactures and sells a wide range of innovative ophthalmic diagnostic equipment, including OCT systems making possible retinal tomography. The company, with business operations throughout Europe, the United States and Japan, continues to grow.

1.)Company name
: OPTOPOL Technology S.A.
2.)President
: Adam Bogdani
3.)Headquarters
: Zawiercie, Poland
4.)Established
: August 1992
5.)Main businesses
: Development, manufacture, and sales of ophthalmic diagnostic equipment
6.)Primary Exchange
: Warsaw Stock Exchange
7.)Fiscal year-end
: December 31
8.)No. of employees
: 291 (as of end of September 2009, consolidated)
9.)Capital
: 710,215 PLN (Approx. 23 million yen, as of end of September 2009)
10.)Sales
: 69.5 million PLN (FY 2008) (Approx. 2.2 billion yen in FY2008, consolidated)

(Note: Yen figures calculated at an exchange rate of 1 PLN = 32 yen)

Overview of the Tender Offer ("TOB")

(1)
Tender offer price
248 million PLN (approx. 7.9 billion yen)
Assuming the acquisition of 90% of OPTOPOL's outstanding shares of common stock (10% of shares to be retained by the company founder upon completion of the offer) at an offer price of 19 PLN per share for founding family members, and 20 PLN for general shareholders.

The other terms and conditions of the TOB have been announced by means of an Invitation to Subscriptions to Shares of Optopol Technology S.A. (the "Invitation to Subscriptions") and will be published in Parkiet and Rzeczpospolita daily newspapers dated December 23 and 24 respectively in Poland. A notice of the TOB will be published in the Wall Street Journal in the United States on December 23, 2009.
(2)
Schedule (tentative)
Tender offer announcement
: December 22, 2009
Commencement of subscription period
: January 13, 2010
End of subscription period
: February 11, 2010
Tender Offer settlement
: February 16, 2010
The above schedule is subject to change depending on various circumstances.
(3)
Other
Founding family members holding approximately 64% of OPTOPOL's outstanding shares of common stock have agreed to tender approximately 54% of their shares under the intended offer when it is made. Nomura Securities Co., Ltd. is acting as a financial advisor to Canon.

The TOB will be made in accordance with applicable Polish regulations and the applicable laws and regulations of other jurisdictions. This TOB will not be considered as the TOB defined by the Financial Instruments and Exchange Act, Clause 27-2(1).

This press release does not constitute an offer to purchase or a solicitation of an offer to sell securities of OPTOPOL.

OPTOPOL shareholders are strongly advised to read carefully the Invitation to Subscriptions that has been filed with the Polish Financial Supervisory Commission and the Warsaw Stock Exchange on December 22, 2009.

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