Canon Inc. ("Canon") announced today the results of the tender offer bid for shares of NEC Machinery Corporation (Securities code: 6344, listed on the Second Section of the Osaka Securities Exchange ("NEC Machinery")), commenced on August 26, 2005 and completed on October 12, 2005. Canon also announced that NEC Machinery will become a consolidated subsidiary of Canon.
| (1) | Name and address of the company that made the tender offer Canon Inc.
30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo |
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| (2) | Name of the company targeted
NEC Machinery Corporation |
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| (3) | Class of shares acquired by tender offer
Common stock |
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| (4) | Period of tender offer
August 26, 2005 (Friday) through October 12, 2005 (Wednesday) (48 days) |
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| (5) | Tender offer price
1,212 yen per share |
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| 2. | Results of tender offer | ||
| (1) | Tender status | ||
| Number of shares planned to be purchased | 4,240,000 shares | ||
| Number of shares tendered | 5,208,900 shares | ||
| Number of shares purchased | 5,208,900 shares | ||
| (2) | Consequence of tender offer | ||
| Since the total number of NEC Machinery shares (5,208,900 shares) tendered by NEC Machinery shareholders exceeded the number of the shares originally planned to be purchased (4,240,000 shares), Canon will purchase all of the tendered shares. | |||
| Number of applicant shareholders | 174 | ||
| Number of shares tendered | 5,208,900 shares | ||
| Number of shares purchased | 5,208,900 shares | ||
| Number of shares not purchased | 0 shares | ||
| (3) | Calculation pursuant to the pro rata method | ||
| Not applicable | |||
| (4) | Change in ownership of shares and ownership ratio | ||
| a) Shares owned by Canon before tender offer: | 0 shares | ||
| (Ownership Ratio: 0.00%) | |||
| b) Shares owned by Canon after tender offer: | 5,208,900 shares | ||
| (Ownership Ratio: 66.18%) | |||
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(Note) The above ownership ratio was calculated based on the total number of NEC Machinery
outstanding shares of 7,870,800 shares (as of March 31, 2005). |
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| (5) | Funds required for purchase: | JPY 6,313,186,800 | |
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| 3. | Settlement method and commencement date | ||
| (1) | Name and address of tender offer agent
Nomura Securities Co., Ltd. 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo |
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| (2) | Commencement date of settlement
October 19, 2005 |
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| (3) | Settlement method
Soon after completion of the tender offer, a notification letter will be sent to the address of NEC Machinery shareholders tendering shares. (In the case of foreign shareholders, the notification letter will be sent to such shareholders' standing proxy.) Settlement will be made by cash, either by remittance from the tender offer agent to a designated account or by payment at the head office or any domestic branch of the tender offer agent, according to the instructions of NEC Machinery shareholders tendering shares. |
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| 4. | Locations at which tender offer report is displayed
Canon Inc. 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo Osaka Securities Exchange Co., Ltd. 8-16, Kitahama 1-chome, Chuo-ku, Osaka |
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As a result of the tender offer described above, NEC Machinery voting rights directly owned by Canon will be 67.34% of the total and NEC Machinery will become a consolidated subsidiary of Canon from October 19, 2005.
(Note) The above percentage of voting rights was calculated based on the total number of voting rights (77,354 rights)
of the shareholders as described in 34th Fiscal Year Securities Reports filed by NEC Machinery.
| (1) | Trade name | NEC Machinery Corporation | |||||||||||||||||||||
| (2) | Representative | Isao Takasaki, President | |||||||||||||||||||||
| (3) | Principal office | 85 Minami Yamada-cho, Kusatsu-shi, Shiga, Japan | |||||||||||||||||||||
| (4) | Date of incorporation | January 21, 1972 | |||||||||||||||||||||
| (5) | Principal lines of business | Development, manufacturing and sales of post-process equipment (incl. die bonders) in semiconductor manufacturing equipment and FA equipment | |||||||||||||||||||||
| (6) | Closing date | March 31 | |||||||||||||||||||||
| (7) | Number of employees | 486 (as of March 31, 2005) | |||||||||||||||||||||
| (8) | Capital stock | 2,578,959,000 JPY (as of March 31, 2005) | |||||||||||||||||||||
| (9) | Total outstanding shares | 7,870,800 shares (as of March 31, 2005) | |||||||||||||||||||||
| (10) | Major shareholders and shareholdings |
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(Note) Ownership ratios were calculated using NEC Machinery' total outstanding shares of
7,870,800 shares (as of March 31, 2005). |
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| (11) | Consolidated financial results for past two fiscal years
(units: thousands of yen excluding per share amounts) |
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(March 2004) | (March 2005) | |||||||||||||||||||||
| Sales | JPY 16,312,639 | JPY 16,770,271 | |||||||||||||||||||||
| Recurring profit | JPY 620,342 | JPY 1,365,537 | |||||||||||||||||||||
| Net income | JPY 549,348 | JPY 1,876,968 | |||||||||||||||||||||
| Total assets | JPY 14,414,568 | JPY 14,788,430 | |||||||||||||||||||||
| Net assets | JPY 4,499,463 | JPY 6,400,325 | |||||||||||||||||||||
| Annual dividend per share (yen) |
JPY 0 | JPY 10 | |||||||||||||||||||||
October 19, 2005 (Wednesday)
The Tender Offer will have no material effect on Canon's financial results for the fiscal year ending December 31, 2005.
