Canon to acquire Axis for $2.8 billion

Canon to acquire Axis for $2.8 billion
Canon Inc. announces that it has decided to make a recommended public cash offer (the "Offer") to the shareholders in the Swedish company Axis AB ("Axis"; President and CEO: Ray Mauritsson) to tender all their shares in Axis to Canon. Completion of the Offer is subject to a number of conditions. The Axis shares are listed on Nasdaq Stockholm.

The Offer is friendly in nature and the Board of Directors of Axis has decided to recommend Axis's shareholders to accept it. The three largest shareholders in Axis, including the founders, who hold in aggregate approximately 39.5% of the total number of shares and voting rights in Axis, have undertaken to accept the Offer subject to certain conditions.

Under Phase IV of its Excellent Global Corporation Plan, launched in 2011, Canon aims to maintain its highly profitable structure and join the ranks of the world's top 100 companies in terms of all key measures of business performance. As a key strategy toward the achievement of this goal, Canon aims to develop new business through globalized diversification.

In recent years, the video surveillance system market has continued to realize rapid growth. Canon views its network surveillance camera business as a promising new business area and positions the business as a driving force for future growth within the Canon Group. Canon would be pleased to welcome Axis, the global leader in the network video solutions industry, into the Canon Group.

After the completion of the Offer, Canon envisages the following synergies.

1. Strong technology synergies
The combination of Canon's excellent optical and imaging technologies and Axis's outstanding network image processing technology will enable both companies to offer innovative, sophisticated network video solutions. Furthermore, by making use of Canon's wide range of research and development capabilities and manufacturing technologies, Axis will be able to boost product competitiveness.

2. Strengthening the intellectual property portfolio
Canon and Axis each own intellectual property in different technology fields. Together, the combined intellectual property portfolio will be strengthened across a broad area of technologies, allowing leveraged product development which will contribute to an increased ability to introduce new and innovative products, solutions and services to the market.

3. Enhancing the distribution and service network
To date, Canon has created a global distribution and service network for its camera products and business equipment. Additionally, Axis has a well-established worldwide network of 75,000 business partners, including system integrators. With Axis joining the Canon Group, Canon will be able to add Axis's distribution and service channels for network system products.

Axis is a global company that has continuously created innovative products and services from its founding in 1984 to today through its entrepreneurship and unique corporate culture. Following completion of the Offer, Axis's current management team will remain in place and its headquarters, development centers, and sales offices will remain in their current locations. The strong Axis brand name will be maintained and applied in all relevant markets. Furthermore, Axis will continue to be a separate legal entity within the Canon Group.

Overview of the Offer
1. Offer Price
340 Swedish krona per share

2. Number of Shares to be Purchased by Canon
69,461,250 Shares (100% of the issued shares in Axis)

3. Funds Required for the Purchase (Estimated)
Approx. 23.6 billion Swedish krona (Approx. 333.7 billion yen when all issued shares in Axis are acquired)

4. Indicative Timetable
Estimated date for launch of the Offer: Early March 2015
The Offer will be launched as soon as the Offer document is approved by the Swedish Financial Supervisory Authority and Nasdaq Stockholm in early March 2015.

5. Other
Completion of the Offer is conditional on receipt of necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities.



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