Business News

Canon announces voluntary reopening of public takeover bid for I.R.I.S. Group SA

Wednesday 08. May 2013 - Mandatory reopening starts on 27 March 2013

Reference is made to the joint press release of Canon and I.R.I.S. Group SA of 26 March 2013 announcing that Canon’s public takeover bid for all shares, warrants and stock options of I.R.I.S. Group SA was unconditional, and that the mandatory reopening of the bid was starting on that day.
Canon, world-leader in imaging solutions, via its subsidiary Canon Europa N.V., confirms that, following the conclusion of the initial acceptance period and the mandatory reopening of its public bid for Belgium-based company I.R.I.S. Group, it has acquired 1,439,746 shares or 92.87% of the shares subject to the bid, and currently holds 94.07% of the shares of I.R.I.S. Group.
Voluntary reopening and squeeze-out
In order to reach the 95% share threshold allowing Canon to proceed with an automatic squeeze out within the framework of the bid, Canon has decided to reopen its bid for I.R.I.S. Group, under the same conditions as set forth in the prospectus. Shareholders who have not yet tendered their shares will have their last opportunity to do so during a voluntary reopening of the bid starting on 7 May 2013 and ending on 30 May 2013.
Shareholders can tender their shares in the same manner and under the same conditions as during the initial acceptance period and the mandatory reopening period, as set out in the prospectus. The offer price per share is EUR 44.50, and the price for the different warrants and stock options is mentioned in the prospectus.
If, at the end of the voluntary reopening period, Canon reaches the 95% threshold, it intends to launch a squeeze-out process. Further, if the 95% threshold is not reached, Canon reserves the right to apply for a delisting of the shares within three months following the closing of the voluntary reopening of the bid, triggering another reopening of the bid for a period of at least five business days up to a maximum of 15 business days. Such a request for delisting and ensuing reopening of the bid will only become effective if it is approved by NYSE Euronext Brussels and if, after analysis, the FSMA does not oppose to it.
Full details of the bid are covered in the offer prospectus, the supplement to the prospectus, and the memorandum in reply prepared by the board of directors of I.R.I.S. Group that are published on the website of I.R.I.S. Group (www.iriscorporate.com) and of ING Belgium (www.ing.be). The prospectus and the supplement to the prospectus can also be sent without charge upon request by telephone from ING Belgium SA/NV at +32 2 464 60 02 (French) or at +32 2 464 60 04 (English).