The Board of Directors of Axis has based on a financial short and mid-term perspective concluded to unanimously recommend that the shareholders of Axis accept a public offer for the company made by Canon.
This statement is made by the Board of Directors of Axis Aktiebolag (Axis) pursuant to section II.19 of Nasdaq Stockholm’s Rules concerning Takeover Bids on the Stock Market. Canon Inc. has announced a public offer to the shareholders of Axis to transfer all of their shares in Axis to Canon for a consideration of SEK 340 in cash per share in the Company.
The total value of the offer is approximately SEK 23.6 billion (£1.85bn) and represents a premium of:
- approximately 49.8 per cent compared to the closing price of SEK 226.9 for the Axis share on Nasdaq Stockholm on 9 February 2015, which was the last trading day prior to the announcement of the offer;
- approximately 64.4 per cent compared to the volume-weighted average price paid of SEK 206.8 for the Axis share on Nasdaq Stockholm during the last 30 trading days prior to announcement of the offer;
- approximately 70.6 per cent compared to the volume-weighted average price paid of SEK 199.3 for the Axis share on Nasdaq Stockholm during the last 90 trading days prior to announcement of the offer; and
- approximately 35.6 per cent compared to the highest quoted price paid for the Axis share since the Axis share was first admitted to trading on 27 June 2000 (which was SEK 250.8, recorded on 29 November 2013).
However, it should be noted that the offer will be adjusted for any dividend distributed by Axis made prior to the settlement of the offer. The Board of Directors of Axis has proposed a dividend of SEK 6.00 per share with a record date on 25 March 2015. If the Axis’ Annual General Meeting decides upon the proposed dividend, the adjusted Offer would be SEK 334 per share.
The acceptance period of the offer is expected to commence on 3 March 2015 and is expected to expire on 1 April 2015. The offer is conditional upon, inter alia, being accepted to such an extent that Canon becomes the owner of more than 90 per cent of the shares in Axis. Canon has reserved the right to waive this and other completion conditions according to the offer.
The Board of Directors has, at the written request of Canon, given Canon permit to carry out a limited confirmatory due diligence investigation in connection with the preparation for the offer. Canon has in connection with such investigation not received any non-public price-sensitive information.
For more details visit www.axis.com
