Canon Announces Public Cash Offer to the Shareholders of Axis

Canon said today it plans to buy security camera producer Axis AB for about 23.6 billion Swedish crowns (USD 2.83 billion) to further expand into the surveillance products market after the acquisition of Milestone Systems last year. Canon said it was launching a tender offer to buy all of Axis shares for 340 crowns per share, a premium of nearly 50 percent to their closing price of 226.90 on Monday.

Here is the official press release from Canon:

Canon Inc. ("Canon"; Chairman and CEO: Fujio Mitarai) today announces that it has decided to make a recommended public cash offer (the "Offer") to the shareholders in the Swedish company Axis AB ("Axis"; President and CEO: Ray Mauritsson) to tender all their shares in Axis to Canon. Completion of the Offer is subject to a number of conditions. The Axis shares are listed on Nasdaq Stockholm.

The Offer is friendly in nature and the Board of Directors of Axis has decided to recommend Axis's shareholders to accept it. The three largest shareholders in Axis, including the founders, who hold in aggregate approximately 39.5% of the total number of shares and voting rights in Axis, have undertaken to accept the Offer subject to certain conditions.

Under Phase IV of its Excellent Global Corporation Plan, launched in 2011, Canon aims to maintain its highly profitable structure and join the ranks of the world's top 100 companies in terms of all key measures of business performance. As a key strategy toward the achievement of this goal, Canon aims to develop new business through globalized diversification.

In recent years, the video surveillance system market has continued to realize rapid growth. Canon views its network surveillance camera business as a promising new business area and positions the business as a driving force for future growth within the Canon Group. Canon would be pleased to welcome Axis, the global leader in the network video solutions industry, into the Canon Group.

After the completion of the Offer, Canon envisages the following synergies.

1. Strong technology synergies
The combination of Canon's excellent optical and imaging technologies and Axis's outstanding network image processing technology will enable both companies to offer innovative, sophisticated network video solutions. Furthermore, by making use of Canon's wide range of research and development capabilities and manufacturing technologies, Axis will be able to boost product competitiveness.

2. Strengthening the intellectual property portfolio
Canon and Axis each own intellectual property in different technology fields. Together, the combined intellectual property portfolio will be strengthened across a broad area of technologies, allowing leveraged product development which will contribute to an increased ability to introduce new and innovative products, solutions and services to the market.

3. Enhancing the distribution and service network
To date, Canon has created a global distribution and service network for its camera products and business equipment. Additionally, Axis has a well-established worldwide network of 75,000 business partners, including system integrators. With Axis joining the Canon Group, Canon will be able to add Axis's distribution and service channels for network system products.

Axis is a global company that has continuously created innovative products and services from its founding in 1984 to today through its entrepreneurship and unique corporate culture. Following completion of the Offer, Axis's current management team will remain in place and its headquarters, development centers, and sales offices will remain in their current locations. The strong Axis brand name will be maintained and applied in all relevant markets. Furthermore, Axis will continue to be a separate legal entity within the Canon Group.

About Axis

1.) Company name: Axis AB

2.) President and CEO: Ray Mauritsson

3.) Headquarters: Lund, Sweden

4.) Founded: 1984

5.) Business description: Development and sales of network video solutions

6.) Financial term: December 31

7.) Employees: 1,941 (as of Dec. 31, 2014)

8.) Sales: 5,450 million Swedish krona (Approx. 77.0 billion yen) (for the year ended Dec. 31, 2014)

9.) Net profit: 539 million Swedish krona (Approx. 7.6 billion yen) (for the year ended Dec. 31, 2014)

Note: Japanese yen currency conversions have been calculated based on the currency exchange rate of 14.13 yen per Swedish krona.

Overview of the Offer

1. Offer Price: 340 Swedish krona per share

2. Number of Shares to be Purchased by Canon: 69,461,250 Shares (100% of the issued shares in Axis)

3. Funds Required for the Purchase (Estimated): Approx. 23.6 billion Swedish krona (Approx. 333.7 billion yen when all issued shares in Axis are acquired)

4. Indicative Timetable
Estimated date for launch of the Offer: Early March 2015
The Offer will be launched as soon as the Offer document is approved by the Swedish Financial Supervisory Authority and Nasdaq Stockholm in early March 2015.

5. Other: Completion of the Offer is conditional on receipt of necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities.

Important Information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.

This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by Canon. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or by persons located or resident in the United States. Accordingly, any Offer documentation is not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or to any U.S. persons or any persons located or resident in the United States.

Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in the United States or any agent fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not a U.S. person, is not located in the United States and is not participating in such Offer from the United States or that it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such offer from the United States. Canon will not deliver any consideration from the Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America must not forward this press release or any other document received in connection with the Offer to such persons.

For purposes of this section "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.