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 4, 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 Acquisition of Océ N.V. Shares and Making Océ a Subsidiary
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March 4, 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 Acquisition of Océ N.V. Shares and Making Océ a Subsidiary
Canon Inc. (the Company) hereby gives notice that it has resolved at a Board of Directors
meeting held on March 4, 2010, to acquire shares of Océ N.V. (Océ) and make Océ a subsidiary.
The following lays out the details.
1. Purpose of Share Acquisition
Under Phase III of its Excellent Global Corporation Plan, launched in 2006, Canon aims to maintain
high profitability and join the ranks of the worlds top 100 companies in terms of all key
measures of business performance. As a principal strategy toward the realization of this goal, the
company aims to achieve the overwhelming No. 1 position worldwide in all of its current core
businesses.
In the printing industry, which is experiencing a rapid increase in competition, in order to
establish the No. 1 position worldwide, we have been working to further enhance our business
foundation. Specifically, we have been providing best-in-class solutions that appropriately
address office to consumer customer needs, developing high-quality printers that produce superior
images, leveraging our electrophotography, inkjet, and advanced image processing technologies.
Furthermore, through the application of proprietary technology, in 2006 we expanded our business
sphere by entering the commercial printing market.
Canon decided to bring Océ into the Canon Group, as a best possible partner to realize a
high-level synergy effect through strengthened product development, production, marketing as well
as services. Working together, we also aim to achieve No. 1 positions worldwide across the entire
printing industry.
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2. Outline of New Subsidiary (Océ)
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(1)
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Company name:
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Océ N.V.
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(2)
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Representative:
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Rokus van Iperen
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CEO
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(3)
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Location
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Venlo, the Netherlands
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(4)
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Date of foundation: |
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1877 |
(5)
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Main business activities:
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Develops,
produces, and sales document and
industrial-use printing systems and high-speed
wide-format digital print systems
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(6)
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Fiscal year:
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December 1st to November 30th
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(7)
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Number of employees:
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Approximately 22,000 (as at the end of November
2009 on a consolidated basis)
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(8)
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Share capital:
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54 million euro (as at the end of November 2009)
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(9) |
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Major shareholders and percentage of shareholdings |
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(as at the end of November 2009)
Canon Inc, 21.47 million shares (25.3%)
Pictet & Cie, 5.88 million shares (6.9%)
Bestinver Gestion SGIIC S.A., 5.49 million shares (6.5%) |
(10) |
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Relationships between the Company and Océ |
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Capital Relationships:
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Held 25.3% of the issued and outstanding ordinary shares in
the capital of Océ (as at the end of November 2009)
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Personnel Relationships:
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Not applicable
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Trading Relationships:
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Not applicable
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(11) |
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Recent fiscal year financial results (Consolidated) |
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(Millions of euro, except per share amounts) |
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2007 |
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2008 |
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2009 |
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Total revenues |
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3,098 |
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2,909 |
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2,648 |
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Gross margin |
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1,217 |
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1,091 |
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966 |
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Net income attributable to Shareholders |
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77 |
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2 |
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-49 |
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Total assets |
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2,491 |
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2,549 |
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2,207 |
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Equity attributable to shareholders |
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677 |
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646 |
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544 |
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Dividend per ordinary share (in euro) |
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0.64 |
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0.15 |
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- |
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3. Number of Shares to be Acquired by the Company and Share Ownership Situation Before
and After the Acquisition
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(1) |
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Number of shares before transfer
24,018,597 shares (Percentage of shareholding by the Company: 28.3%)
(Number of voting rights: 24,018,597) |
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(2) |
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Number of shares to be acquired
36,520,160 shares |
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Acquisition price: 314 million euro (Approximately 38.0 billion yen)
(Number of voting rights: 36,520,160) |
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(3) |
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Number of shares after the transfer
60,538,757 shares |
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(Percentage of shareholding by the Company: 71.3%)
(Number of voting rights: 60,538,757) |
4. Outlook
The 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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