Form 6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of
..... March........................................... , 2010
CANON INC.
(Translation of registrants name into English)
30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F
X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
No
X
[If Yes is marked, indicate below the
file number assigned to the registrant in connection
with Rule 12g3-2(b):82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CANON INC. |
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(Registrant)
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Date... March 4, 2010.... |
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By...../s/....Masashiro Kobayashi....................... |
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(Signature)*
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Masashiro Kobayashi |
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General Manager |
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Global Finance Management Center |
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Canon Inc. |
*Print the name and title of the signing officer under his signature.
The following materials are included.
1. Notice Concerning Results of Tender Offer for Shares of Océ N.V.
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March 4, 2010 |
Canon Inc.
Chairman & CEO: Fujio Mitarai
Securities code: 7751
[Tokyo (First Section) and other Stock
Exchanges]
Inquiries:
Masahiro Osawa
Managing Director, Group Executive,
Finance & Accounting Headquarters
+81-3-3758-2111
Notice Concerning Results of Tender Offer for Shares of Océ N.V.
At a Board of Directors meeting held on November 16, 2009, Canon Inc. (the Company) adopted a
resolution to acquire the issued and outstanding ordinary shares in the capital of Océ N.V. (NYSE
Euronext in Amsterdam, Code OCE; Target Company) by tender offer (the Tender Offer). The
Company hereby announces as follows the results of the Tender Offer that commenced on January 29,
2010 and expired on March 1, 2010.
1. |
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Overview of Tender Offer |
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(1) |
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Name and Address of Target Company
Océ N.V.
Venlo, the Netherlands |
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(2) |
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Class of Share Certificates, etc. subject to Tender Offer, etc
Ordinary shares |
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(3) |
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Period of the Tender Offer From January 29, 2010 to March 1, 2010 |
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(4) |
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Purchase Price in the Tender Offer 8.60 euro per ordinary share |
2. |
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Results of the Tender Offer |
On the closing date of the Tender Offer, if the number of Tendered Shares together with the
Shares that were directly or indirectly held at the time by the Company represented less than 85%
of all Shares, the Company has the right to terminate the Tender Offer. The Company waives this
offer condition and declares the Tender Offer unconditional. With this, all of the tendered share
certificates, etc will be purchased.
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(2) |
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Number of Share Certificates, etc. subject to Tender Offer, etc 36,520,160 ordinary
shares |
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(3) |
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Changes in Holding Ratio of Share Certificates, etc. after the Tender Offer |
1
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Number of share certificates, etc.
owned by the Company before the
Tender Offer
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24,018,597
Share
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(Holding ratio of share
certificates, etc. before the
Tender Offer 28.3% ) |
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Number of share certificates, etc.
owned by the Company after the
Tender Offer
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60,538,757
Share
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(Holding ratio of share
certificates, etc. after the
Tender Offer 71.3% ) |
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Total Number of share
certificates, etc. of the Target
Company
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84,871,320
Shares |
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2. Policy, etc. After the Tender Offer and Outlook
Under the rules and regulations of the Netherlands, after publicly declaring the Tender Offer
unconditional on March 4, 2010, shareholders who have not yet tendered their Shares under the
Tender Offer will be granted the opportunity to tender their Shares in a post-acceptance period
commencing March 5, 2010 and expiring March 19, 2010 (the Post-Acceptance Period). Shareholders
can tender their Shares for the same price per share of 8.60 euros.
The policies and impact on Canons performance due to the acquisition is still under
investigation. In the case that Canon needs to revise its projection or any other item that it
needs to make public, it will make prompt disclosure.
This notice contains forward-looking statements with respect to future results, performance and
achievements that are subject to risk and uncertainties and reflect managements views and
assumptions formed by available information. All statements other than statements of historical
fact are statements that could be considered forward-looking statements. When used in this
document, words such as anticipate, believe, estimate, expect, intend, may, plan,
project or should and similar expressions, as they relate to Canon, are intended to identify
forward-looking statements. Many factors could cause the actual results, performance or
achievements of Canon to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking statements, including,
among others, changes in general economic and business conditions, changes in currency
exchange rates and interest rates, introduction of competing products by other companies, lack of
acceptance of new products or services by Canons targeted customers, inability to meet
efficiency and cost-reduction objectives, changes in business strategy and various other factors,
both referenced and not referenced in this notice. A detailed description of these and other risk
factors is included in Canons annual report on Form 20-F, which is on file with the United
States Securities and Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described herein. Canon does not intend or assume any obligation to update these
forward-looking statements.
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