TOKYO, August 25, 2005 --- Canon Inc. ("Canon"; President and
CEO: Fujio Mitarai) and NEC Corporation ("NEC"; President: Akinobu
Kanasugi) today announced that the two companies have entered into
a basic agreement by which Canon will acquire shares of NEC
subsidiary NEC Machinery Corporation ("NEC Machinery"; President:
Isao Takasaki) by way of a tender offer, and will acquire 100% of
the stock of ANELVA Corporation ("ANELVA"; President: Aritaka
Imamura), currently owned by NEC, through stock acquisition. The
move is aimed at strengthening the manufacturing capabilities of
both Canon and NEC. If the acquisition of stock is realized, NEC
Machinery and ANELVA will become consolidated subsidiaries of
Canon.
Even with the change in NEC Machinery and ANELVA's parent
company, they will continue to support NEC's manufacturing efforts
by continuing and strengthening the development, supply and
maintenance of semiconductor manufacturing devices for the NEC
Group.
Looking ahead to the next ten years, Canon recognizes the need
to realize new levels of cost reductions targeting the creation of
next-generation businesses in order to further advance the
company's Excellent Global Corporation Plan and achieve healthy
growth. Canon considers the technologies possessed by NEC Machinery
and ANELVA to be extremely beneficial for this purpose, which led
to the decision to acquire the stock of these two companies.
NEC machinery possesses sophisticated technology regarding the
design and manufacture of automation equipment. Canon believes that
this technology will significantly contribute to the further
advancement of its production reform activities, including the
automation of assembly operations. Furthermore, Canon feels that
ANELVA's high-vacuum thin film deposition technology will
contribute greatly to the in-house production of manufacturing
equipment indispensable to differentiate Canon products from the
competition in various fields, including Canon's new SED
(Surface-conduction Electron-emitter Display) business.
Both NEC Machinery and ANELVA are engaged in the
semiconductor-manufacturing-devices business. For the time being,
both companies will maintain their current operation structures,
working to strengthen their businesses while pursuing synergies
with Canon's business operations.
To date, the NEC Group has sold PCs and PC servers and has
supplied semiconductors and electronic components to the Canon
Group, and has also played a role in the creation of the Canon
Group's internal information systems. The Canon Group has supplied
semiconductor-manufacturing equipment, copying machines and other
products to the NEC Group. As such, both companies have enjoyed a
cooperative relationship that makes effective use of each other's
core strengths.
Through the tender offer and stock acquisition by Canon, NEC
anticipates the further growth and development of NEC Machinery and
ANELVA. Accordingly, NEC has agreed to tender the shares of NEC
Machinery owned by NEC in response to the tender offer by Canon, as
well as to transfer all of its shares of ANELVA.
Going forward, Canon and NEC will pursue a cooperative
relationship that capitalizes on the core competencies of both
companies.
Also, at its board meeting today, NEC Machinery has resolved to
comply with Canon's tender offer.
For an overview of the tender offer and stock acquisition,
please refer to the attached document.
About Canon Inc.
Canon Inc. (NYSE: CAJ), headquartered in Tokyo, Japan, is a
leader in the fields of professional and consumer imaging equipment
and information systems. Canon's extensive range of products
includes copiers, inkjet and laser printers, cameras, video
equipment, medical equipment and semiconductor-manufacturing
equipment. Originally established in 1937 as a camera manufacturer,
Canon has successfully diversified and globalized to become a
worldwide industry leader in professional and consumer imaging
systems and solutions. With over 100,000 employees worldwide, Canon
has manufacturing and marketing subsidiaries in Japan, the
Americas, Europe, Asia and Oceania; and a global R&D network
with companies based in the United States, Europe, Asia and
Australia. Canon's consolidated net sales for fiscal 2004 (ended
December 31, 2004) totalled $33.3 billion (at an exchange rate of
104 yen = US$1). Visit the Canon Inc. website at:
www.canon.com/index.html
About NEC Corporation
NEC Corporation (NASDAQ: NIPNY) (FTSE: 6701q.l) is one of the
world's leading providers of Internet, broadband network and
enterprise business solutions dedicated to meeting the specialized
needs of its diverse and global base of customers. Ranked as one of
the world's top patent-producing companies, NEC delivers tailored
solutions in the key fields of computer, networking and electron
devices, by integrating its technical strengths in IT and Networks,
and by providing advanced semiconductor solutions through NEC
Electronics Corporation. The NEC Group employs more than 140,000
people worldwide and had net sales of 4,855 billion yen (approx.
$45.4 billion) in the fiscal year ended March 2005.
For additional information, please visit the NEC home page at:
http://www.nec.com
* Newsroom: http://www.nec.co.jp/press/en
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Outline of Tender Offer & Transfer of Subsidiary (Stock
Acquisition)
Media Contacts:
Canon Inc.
Richard Berger
Tel: +81-3-5482-8055
E-mail: richard.berger@canon.co.jp
NEC Corporation
Diane Foley
Tel: +81-3-3798-6511
E-mail: d-foley@ax.jp.nec.com