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 20, 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
Post-Acceptance Period under Tender Offer for Shares of Océ N.V.
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March 20, 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 Post-Acceptance Period under 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). As a
result of Tender Offer, etc. that commenced on January 29, 2010 and expired on March 1, 2010, the
Company obtained 71.3% of the issued and outstanding ordinary shares in the capital of the Target
Company. Shareholders who did not tendered their ordinary shares under the Tender Offer were
granted the opportunity to tender their ordinary shares in a post-acceptance period commencing
March 5, 2010 and expiring March 19, 2010 (the Post-Acceptance Period). The result of the
Post-Acceptance Period under the Tender Offer is as follows.
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 |
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(3) |
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Post-Acceptance Period From March 5, 2010 to
March 19, 2010 |
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(4) |
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Purchase Price of the Tender Offer 8.60 euro per ordinary share |
2. |
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Results of the Post-Acceptance Period under Tender Offer, etc |
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(1) |
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Number of Share Certificates, etc. tendered for acceptance
under the Tender Offer during Post-Acceptance Period, etc 10,929,884 ordinary shares
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(2) |
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Changes in Holding Ratio of Share Certificates, etc. after the Post-Acceptance
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1
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Period under the Tender Offer (excluding Treasury shares) |
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Number of share
certificates, etc. owned by
the Company at the end of
the Tender Offer before the
Post-Acceptance Period under
the Tender Offer
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60,538,757
Share
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(Holding ratio of share
certificates, etc. before
the Post-Acceptance 71.3%) |
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Number of share
certificates, etc. owned by
the Company after the
Post-Acceptance Period under
the Tender Offer
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71,468,641
Share
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(Holding ratio of share
certificates, etc. after the
Post-Acceptance 84.2%) |
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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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3.
Policy, etc. After the Tender Offer and Outlook
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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