Announcement of a Tender Offer in Belgium
June 3, 2009
Tokyo, June 3, 2009 – The Board of Directors of Nikon (President, Michio Kariya), at its meeting held on June 3, 2009, made the decision to acquire all outstanding shares and warrants of Metris NV, a Belgian company manufacturing measurement equipment (with its headquarters in Leuven, the Kingdom of Belgium, listed on the NYSE Euronext Brussels Stock Exchange (hereinafter, Metris) in a public cash tender offer (hereinafter, Tender Offer).
Please note that this Tender Offer does not correspond to Tender Offers as stipulated in Article 27, Section 2-1 of Japan's Financial Instruments and Exchange Law.
1. Objective of the Tender Offer
1. Acquiring Strong Technological Capabilities
Metris has original as well as advanced technology and products in the market for non-contact, three-dimensional measurement systems. Nikon, on the other hand, has established a strong position as a manufacturer of precision measuring equipment drawing on its core technologies in optics, precision machinery, and image processing. By combining the technologies of both companies and pursuing product development, the Nikon Group will be able to enhance its superior technological positions.
2. Synergies in Product Lineup and Geographic Complementarity
Metris has shown high rates of growth since its establishment in 1998, by drawing on its high-level technological capabilities as a competitive strength in the field of middle and large-scale measuring equipment, principally a high quality, stable consumer base, mainly in the automobile and aircraft industries. On the other hand, Nikon has a high market share in the high-precision measuring equipment field, focused mainly on electronic components and certain other areas. By combining the products handled by both companies, it will be possible not only to significantly strengthen the product lineup of the Nikon Group, but also strengthen the customer base.
In addition, the sales channels of Metris, covering markets around the world, with special strengths in the European and North American markets, will be complementary with those of Nikon, principally in Japan and the rest of Asia. The integration of Metris into the Nikon Group will strengthen Nikon's sales channels in the European and U.S. markets and create sales opportunities for Metris products in the Japanese and other Asian markets, thus making it possible to expand the earnings bases of both companies.
2. Outline of the Tender Offer
1. Outline of company being acquired
| 1.Company name | Metris NV |
|---|---|
| 2.Lines of business | Manufacturing and sale of equipment and related software for three-dimensional measuring systems |
| 3.Date of incorporation | June 5, 1998 |
| 4.Registered address | Geldenaaksebaan 329, 3001, Leuven, Belgium |
| 5.Representative | Bart Van Coppenolle, Chief Executive Officer |
| 6.Paid-in capital | €46,063,351.53 (As of December 31, 2008) |
| 7.Stock listings | NYSE Euronext Brussels |
| 8.Total shares | Shares issued and outstanding 12,605,723. Warrants granted and outstanding giving the right to subscribe to 2,117,144 new shares (As of May 31, 2009). |
| 9.Number of employees | 544 (As of December 31, 2008) |
| 10.Trends in performance |
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| Year Ended December 31, 2007 | Year Ended December 31, 2008 | |
|---|---|---|
| Consolidated net sales | 92,842 | 88,717 |
| Consolidated net income | 6,967 | -14,032 |
| Consolidated total assets | 202,065 | 221,062 |
| Consolidated net assets | 100,798 | 82,063 |
2. Period of the Tender Offer:
A period of 4 weeks is scheduled for the Tender Offer, following approval of the Tender Offer Prospectus from the Belgian Banking, Finance and Insurance Commission (hereinafter, BFIC).
3. Price to be offered:
€5.5
4. Basis for the assessment of the Tender Offer price:
The scheduled Tender Offer price of €5.5 per share corresponds to the average price of Metris shares on the NYSE Euronext Brussels Stock Exchange for the one month period ending on May 26, 2009, plus a premium of approximately 147.5 %.
5. Amount required for the Tender Offer:
€72 million
- Note:In the event that 100% of the shares of Metris can be purchased as a result of this Tender Offer
6. Number of Shares scheduled to be acquired:
Shares issued and outstanding: 12,605,723. Warrants granted and outstanding giving the right to subscribe to: 2,117,144 new shares (As of May 31, 2009)
7. Change in ownership percentage as a result of the Tender Offer:
100% ownership by the acquirer
- Note:Assuming Nikon can purchase 100% of the shares of Metris through the public Tender Offer.
8. Date of the announcement of the Tender Offer:
June 3, 2009
9. Receiving and paying Agent for the Tender Offer:
Fortis Bank N.V.
10. Existence of an agreement with the company to be acquired related to the Tender Offer:
Yes, a Support Agreement exists. Bart Van Coppenolle, Chief Executive Officer of Metris, and the Board of Directors of Metris, have expressed their support for the Tender Offer
11. Notification to BFIC:
The Tender Offer was duly notified BFIC on June 3, 2009, which publicly announced it on June 3, 2009 prior to this announcement.
12. Others:
Please note that, accompanying this Tender Offer, 5 shareholders representing approximately 20% of the shares of Metris have made firm commitments to tender their shares.
3. Outlook Going Forward
If the Tender Offer is successfully implemented, Metris will become a subsidiary of Nikon.
Please note that this information, including matters related to the businesses of Nikon and other companies or entities, may contain statements related to the future outlook that include words and phrases such as "expected," "forecast," "intended," "confident," and "assumed." Such statements are based on Nikon's business outlook at the time they were prepared and may change, depending on conditions going forward. As regards this information, Nikon bears no duties or obligations to reflect actual performance and circumstances, changes in conditions, or other factors in any appraisal of the feasibility of these statements about the future outlook.
- About NIKON CORPORATION
- Nikon has carved out a place as a pioneer of optical technology in Japan and the world since its inception in 1917. Today, Nikon commands a high global standing in the manufacture and sale of camera-related products, such as digital cameras, as well as binoculars and other optical products for consumers, such as ophthalmic lenses. These items complement Nikon's diverse array of industrial precision equipment that includes semiconductor-related equipment, IC and LCD steppers and scanners, microscopes and measuring instruments.
Additional information about Nikon Corporation is available at http://nikon.com/ - About Metris
- Metris (Euronext — MTRS) designs, develops and markets a unique range of 3D hardware and software inspection systems servicing design and manufacturing industries.
The company's reliable and innovative metrology solutions cover the full range of measurement volumes required by automotive and aerospace customers, in both fixed and portable configurations and with optical and touch sensors.
Metris Headquarters are based in Leuven, Belgium, with additional production and development centers in Belgium, UK, Italy, US, Canada and China. Metris provides a worldwide network of sales and support offices located in Europe, Asia, and North-America. Additional information about Metris is available at http://www.metris.com/
The information is current as of the date of publication. It is subject to change without notice.