NIKON CORPORATION AND METRIS
NIKON CORPORATION files its intention to launch a cash tender offer to acquire all outstanding shares and warrants of Metris
Leuven, June 3rd - Metris N.V., a metrology solutions company, today announces that NIKON CORPORATION, a pioneer in optical technology, has filed with the CBFA (the Belgian supervisory authority) its intention to launch a conditional cash tender offer to acquire all outstanding shares and warrants of Metris N.V. at an offer price of Euro 5.50 per Metris share.
Nikon's offer price of Euro 5.50 per share represents a premium of approximately 106.8% to Metris' closing price on NYSE Euronext Brussels as of May 26, 2009 and a premium of 147.5% to the average closing price of Metris shares for the one month period ending May 26, 2009. NIKON CORPORATION will also offer to purchase all outstanding warrants issued by Metris N.V. The proposed acquisition is expected to close in the third calendar quarter of 2009.
Metris' board of directors and executive management have expressed their support for this intended takeover bid, subject to the approval of the prospectus by the CBFA. Metris' board will provide its formal response to the proposed takeover bid in the memorandum in reply which it will issue in due course, in accordance with article 22 (and following) of the Belgian Takeover act of April 1, 2007. The availability of the prospectus and the memorandum in reply will be announced in the press at a later date.
Certain major shareholders of Metris who jointly hold approximately 20% of the shares in the company, have made a firm commitment to tender their shares to NIKON CORPORATION in the tender offer.
About Metris N.V.
Metris designs, develops and markets a unique range of 3D hardware and software inspection systems servicing design and manufacturing industries. The company's reliable and innovative metrology solutions cover the full range of measurement volumes required by automotive and aerospace customers, in both fixed and portable configurations and with optical and touch sensors. Further details are available at www.metris.com .
For further information please contact:
Renaat Van Cauter
Director Marketing Communications
Tel: +32 16 74 01 00 - Mobile: +32 486 64 24 33
E-mail: renaat.vancauter@metris.com
About NIKON CORPORATION
NIKON CORPORATION was established in Japan in 1917 and is a pioneer of optical technology. Nikon commands a high global standing in the manufacture and sale of camera-related products, such as digital cameras, as well as binoculars and other optical products for consumers, such as ophthalmic lenses. These items complement Nikon's diverse array of industrial precision equipment that includes semiconductor-related equipment, IC and LCD steppers and scanners, microscopes and measuring instruments.
Additional information about NIKON CORPORATION is available at http://nikon.com/ .
For further information please contact:
Natalie Todd
Ogilvy Public Relations Worldwide Brussels
Tel: +32-474-427438
E-mail: Natalie.todd@ogilvy.com
Jefferies International and ING are acting as financial advisors to Metris in relation to the proposed transaction.
The takeover bid is only made in Belgium. This press release does not constitute an offer to purchase or to sell or a solicitation by anyone in any jurisdiction in which such offering or solicitation is not authorized or to any person to whom it is unlawful to make such offering or solicitation. No action has been (or will be) taken other than in Belgium to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly, this press release may not be distributed in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of any offer to purchase or to sell and, in particular, may not be distributed to the public in Japan, the United States of America, and the United Kingdom in violation of applicable securities laws. Any failure to comply with these restrictions may constitute a violation of the securities laws of Japan, the United States of America or the United Kingdom or the securities laws and regulations of other jurisdictions.
Leuven, June 3rd - Metris N.V., a metrology solutions company, today announces that NIKON CORPORATION, a pioneer in optical technology, has filed with the CBFA (the Belgian supervisory authority) its intention to launch a conditional cash tender offer to acquire all outstanding shares and warrants of Metris N.V. at an offer price of Euro 5.50 per Metris share.
Nikon's offer price of Euro 5.50 per share represents a premium of approximately 106.8% to Metris' closing price on NYSE Euronext Brussels as of May 26, 2009 and a premium of 147.5% to the average closing price of Metris shares for the one month period ending May 26, 2009. NIKON CORPORATION will also offer to purchase all outstanding warrants issued by Metris N.V. The proposed acquisition is expected to close in the third calendar quarter of 2009.
Metris' board of directors and executive management have expressed their support for this intended takeover bid, subject to the approval of the prospectus by the CBFA. Metris' board will provide its formal response to the proposed takeover bid in the memorandum in reply which it will issue in due course, in accordance with article 22 (and following) of the Belgian Takeover act of April 1, 2007. The availability of the prospectus and the memorandum in reply will be announced in the press at a later date.
Certain major shareholders of Metris who jointly hold approximately 20% of the shares in the company, have made a firm commitment to tender their shares to NIKON CORPORATION in the tender offer.
About Metris N.V.
Metris designs, develops and markets a unique range of 3D hardware and software inspection systems servicing design and manufacturing industries. The company's reliable and innovative metrology solutions cover the full range of measurement volumes required by automotive and aerospace customers, in both fixed and portable configurations and with optical and touch sensors. Further details are available at www.metris.com .
For further information please contact:
Renaat Van Cauter
Director Marketing Communications
Tel: +32 16 74 01 00 - Mobile: +32 486 64 24 33
E-mail: renaat.vancauter@metris.com
About NIKON CORPORATION
NIKON CORPORATION was established in Japan in 1917 and is a pioneer of optical technology. Nikon commands a high global standing in the manufacture and sale of camera-related products, such as digital cameras, as well as binoculars and other optical products for consumers, such as ophthalmic lenses. These items complement Nikon's diverse array of industrial precision equipment that includes semiconductor-related equipment, IC and LCD steppers and scanners, microscopes and measuring instruments.
Additional information about NIKON CORPORATION is available at http://nikon.com/ .
For further information please contact:
Natalie Todd
Ogilvy Public Relations Worldwide Brussels
Tel: +32-474-427438
E-mail: Natalie.todd@ogilvy.com
Jefferies International and ING are acting as financial advisors to Metris in relation to the proposed transaction.
The takeover bid is only made in Belgium. This press release does not constitute an offer to purchase or to sell or a solicitation by anyone in any jurisdiction in which such offering or solicitation is not authorized or to any person to whom it is unlawful to make such offering or solicitation. No action has been (or will be) taken other than in Belgium to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly, this press release may not be distributed in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of any offer to purchase or to sell and, in particular, may not be distributed to the public in Japan, the United States of America, and the United Kingdom in violation of applicable securities laws. Any failure to comply with these restrictions may constitute a violation of the securities laws of Japan, the United States of America or the United Kingdom or the securities laws and regulations of other jurisdictions.
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