Canon Inc.
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 June, 2007
(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-
TABLE OF CONTENTS
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 June 15, 2007 |
By |
/s/ Hiroshi Kawashimo
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(Signature)* |
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Hiroshi Kawashimo
Deputy Senior General Manager
Global Finance Center
Canon Inc.
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*Print the name and title of the signing officer under his signature. |
The following materials are included.
1. |
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Notice Regarding Results of Tender Offer by Subsidiary and Subsidiarys Plan to Make Acquired
Company a Subsidiary |
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2. |
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Notice Regarding Delisting of The Third Series of Unsecured Convertible Debentures Due 2008 |
June 15, 2007
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Canon Inc. |
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Chairman & CEO: Fujio Mitarai |
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Securities code: 7751 |
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[Tokyo (First section) and other Stock Exchanges] |
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Inquiries: |
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Masahiro Osawa |
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Managing Director & Group Executive, |
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Finance & Accounting Headquarters |
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+81-3-3758-2111 |
Notice Regarding Results of Tender Offer by Subsidiary and Subsidiarys Plan to Make
Acquired Company a Subsidiary
Canon Marketing Japan Inc., a subsidiary of Canon Inc., decided at its Board of Directors meeting
held on May 16, 2007, to commence the tender offer for shares in, and share warrants of, Argo 21
Corporation (Code: 4692, listed on the first section of the Tokyo Stock Exchange, hereinafter
called the Target Company) (hereinafter referred to as the Tender Offer). The Tender Offer has
been conducted from May 17, 2007 through June 14, 2007, the details of which are as described in
the attached document.
As a result of the Tender Offer, the Target Company is planned to be a consolidated subsidiary of
Canon Inc. and Canon Marketing Japan Inc.
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.
June 15, 2007
Canon Marketing Japan Inc.
President and CEO: Haruo Murase
TSE Code: 8060
Tokyo (first section) Stock Exchange
Inquires:
Yoshiyuki Matsusaka
Senior General Manager
Communications Headquarters
+81-3-6719-9093
Notice of Results of the Tender Offer for Shares in Argo 21
Corporation, and Transfer of Subsidiary
Please be informed that Canon Marketing Japan Inc. (the Company) has conducted a tender
offer (hereinafter the Tender Offer) from May 17, 2007 for shares in and share warrants of Argo
21 Corporation (Code: 4692, listed on the first section of the Tokyo Stock Exchange (TSE),
hereinafter called the Target Company), the commencement of which has been decided at a Board of
Directors meeting held on May 16, 2007, and has finished the Tender Offer on June 14, 2007.
As a result of the Tender Offer, the Target Company is to become a consolidated subsidiary of the
Company.
Details
I. Results of the Tender Offer
1. Outline of the Tender Offer
(1) Name and address of bidder and name of Target Company
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Name of bidder:
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Canon Marketing Japan Inc. |
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Address of bidder:
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16-6, Konan 2-chome, Minato-ku, Tokyo |
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Name of Target Company:
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Argo 21 Corporation |
(2) Types of shares etc. relating to the Tender Offer
Common shares
Share warrants
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1) |
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Share warrants issued on the basis of a resolution passed at the 19th
ordinary general shareholders meeting on June 24, 2003 (First Share
Warrants) |
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2) |
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Share warrants issued on the basis of a resolution passed at the 21st
ordinary general shareholders meeting on June 23, 2005 (Second Share
Warrants) |
(3) Number of shares and other securities to be purchased
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Type |
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1) Number when |
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2) Extra number |
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converted into |
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when converted |
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shares |
into shares
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Shares |
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shares
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shares |
Share warrants |
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shares |
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shares |
Corporate bonds with share warrants |
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shares
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shares |
Depositary receipts for shares ( )
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shares
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shares |
Total
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shares
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shares |
Note
1: Shares, etc., to be purchased total 5,800,000 shares. However, the bidder
will purchase all the shares, etc., tendered and will not attach any conditions set
forth under the Article 27.13.4. of the Securities and Exchange Law.
Note 2: The maximum number to be purchased under the Tender Offer is an equivalent
of 11,455,061 shares of the Target Company. It is derived by deducting the treasury
stock held by the Target Company (850,939 shares) from the total outstanding shares
(11,551,100 shares) as of Sept. 30, 2006, which was disclosed in the interim financial
statement in fiscal 2006 (the 23rd business term) submitted on Dec. 21, 2006, and
adding the maximum number of shares of the Target Company (754,900 shares) which may be
issued or transferred by exercising the First or the Second Share Warrants (including shares of the Target Company, which were issued or transferred by exercising the First
Share Warrants between Dec. 1, 2006 and the submission date of this statement). Based
on the interim report for fiscal 2006 (the 23rd business term) filed by the Target
Company on Dec. 21, 2006, 3,887 First Warrants and 3,662 Second Warrants, which had not
been exercised as of Nov. 30 2006, were treated as 100 shares per warrant, on the basis
of the issuance guidelines of each share warrant.
Note 3: There is no plan to acquire the treasury stock held by the Target Company
through the Tender Offer.
Note 4: The Tender Offer also covers odd lot shares.
Note 5: The Tender Offer also covers shares of the Target Company, which may be
issued or transferred by possibly exercising the First Share Warrants by the closing
day of the Tender Offer period.
(4) Period of the Tender Offer
Thursday, May 17, 2007 Thursday, June 14, 2007 (21 business days)
(5) Tender Offer price
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Shares
Share warrants
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1,400 yen per share
1) First Share Warrants
2) Second Share Warrants
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1 yen per warrant
1 yen per warrant |
2. Results of the Tender Offer
(1) Success or failure of the Tender Offer
All shares tendered are to be purchased.
(2) Shares etc. tendered
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Type |
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1) Number |
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2) Extra |
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Number of shares |
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Number of shares |
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when |
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number when |
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etc. tendered when |
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etc. purchased when |
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converted |
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converted |
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converted into |
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converted into |
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into shares |
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into shares |
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shares |
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shares |
Shares
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shares
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shares
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8,899,794 shares
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8,899,794 shares |
Share warrants
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shares
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shares
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shares
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shares |
Corporate bonds
with share warrants
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shares
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shares
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shares
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shares |
Depositary
receipts
for shares ( )
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shares
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shares
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shares
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shares |
Total
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shares
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shares
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8,899,794 shares
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8,899,794 shares |
(3) Changes in percentages of shareholdings after the purchase
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Number of voting rights
pertaining to shares,
etc., held by the bidder
before the Tender Offer
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(Percentage of
shareholding before the
Tender Offer
0.00%) |
Number of voting rights
pertaining to shares, etc.
held by parties with
special relationship after
the Tender Offer
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(Percentage of
shareholding after the
Tender Offer
0.00%) |
Number of voting rights
pertaining to shares, etc.
held by the bidder after
the Tender Offer
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88,997 |
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(Percentage of
shareholding after the
Tender Offer
83.17%) |
Number of voting rights of
all shareholders of the
Target Company
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105,199 |
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Note 1: The number of voting rights of all the shareholders of the Target Company is the
number of voting rights of all the shareholders as of Sept. 30, 2006 (the number of shares per unit is 100 shares), which was disclosed in the interim financial report in
fiscal 2006 (the 23rd business term) submitted by the Target Company on Dec. 21, 2006.
Note 2: In calculation of percentages of shareholdings after the Tender Offer, since
odd lot shares were also covered by the Tender Offer, and the voting rights pertaining
to odd lot shares of 1,797 (the total number of odd lot shares of 179,800, minus 39
shares held in treasury by the Target Company, leaving 179,761 odd lot shares with
voting rights) and the number of voting rights of 5 pertaining to 500 shares held by
JASDEC were added to the number of voting rights of all the stockholders of 105,199,
written in the above-mentioned interim
financial report of the Target Company, and the number of voting rights of all the
shareholders was calculated as 107,001.
Note 3: Percentages of shareholding before and after the Tender Offer were rounded
to the nearest hundredth.
(4) Calculation in case of purchase by the proportional method
Not applicable.
(5) Total purchase price 12,460 million yen
(6) Settlement method
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Name and the location of the head office of the securities house, bank, etc.
handling the settlement |
Nomura Securities Co., Ltd.
9-1, 1-chome, Nihonbashi, Chuo-ku, Tokyo Japan
Thursday, June 21, 2007
A notice of purchase under the Tender Offer will be mailed to the address of
applicant shareholders, etc. (or the standing agent in the case of a foreign
shareholder) without delay after the closing of the Tender Offer.
Purchase will be settled in cash. The bidder agent will remit proceeds pertaining to
the sale of shares to the address designated by applicant shareholders or pay at its
head office or any domestic branch without delay after settlement begins.
3. Places where copies of the Tender Offer report are made available for public inspection
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Canon Marketing Japan Inc.
Tokyo Stock Exchange, Inc.
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2-16-6 Konan, Minato-ku, Tokyo
2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo |
II. Transfer of Subsidiary
As a result of the Tender Offer, the Target Company is planned to be a consolidated
subsidiary of the Company on June 21, 2007.
1. Outline of Subsidiary (as of September 30, 2006)
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1)
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Company name
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Argo 21 Corporation |
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2)
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Title and name of
the company
representative
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President & CEO Kiyochika Ota |
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3)
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Address of the
head office
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1-15, 6-chome, Kachidoki Chuo-ku, Tokyo, Japan |
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4)
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Date of
incorporation
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April 18, 1984 |
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5)
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Business
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Provides architecture, management and
maintenance services of information systems |
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6)
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End of fiscal year
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March 31 |
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7)
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Number of employees
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1,220 (consolidated, as of September 30, 2006)
(Note) Employees dispatched to entities outside
the Target Companys Group are included, and
employees dispatched from sources outside the
Target Companys Group are excluded. |
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8)
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Main place of
business
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1-15, 6-chome, Kachidoki Chuo-ku, Tokyo, Japan |
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9)
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Capitalization
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3,627,700 thousand yen (as of September 30, 2006) |
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10)
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Number of shares
issued
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11,551,100 shares (as of September 30, 2006) |
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Nomura Research Institute, Ltd
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8.65 |
% |
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TEPCO SYSTEMS CORPORATION
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8.65 |
% |
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Yujiro Sato
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5.72 |
% |
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Japan Trustee Services Bank,Ltd.
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5.11 |
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Major |
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The Master Trust Bank of Japan , Ltd.
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4.49 |
% |
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shareholders and |
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Employee stock ownership of Argo 21 Corporation
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2.16 |
% |
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11) |
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the percentages of |
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Information Services International-DENTSU Ltd.
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1.42 |
% |
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their |
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JP Morgan Chase CREF Jasdec Lending Account (standing
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1.14 |
% |
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shareholdings |
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agent Bank of Tokyo-Mitsubishi UFJ Ltd.)
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Citibank London SA Stitching Shell pension fund
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1.04 |
% |
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(standing agent Citibank, N.A. Tokyo Branch)
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Sadamoto Akimoto
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0.99 |
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(Note 1) Information included in the outline of the
Target Company is based on its interim report for
fiscal 2006 (the 23rd business term) filed on Dec.
21, 2006.
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2. Results for Latest Fiscal Years (Consolidated)
(Thousands of yen, except per share amounts)
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Fiscal year |
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Year ended March 31, 2006 |
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Year ended March 31, 2007 |
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(22nd business term) |
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(23rd business term) |
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Net Sales |
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22,003,188 |
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24,205,466 |
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Gross profit |
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5,071,837 |
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5,841,656 |
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Operating income |
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1,067,418 |
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1,396,170 |
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Ordinary income |
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1,329,793 |
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1,638,558 |
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Net income |
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161,126 |
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940,734 |
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Total assets |
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16,337,100 |
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17,043,515 |
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Net assets |
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10,807,444 |
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11,565,384 |
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Dividend per share |
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15.00 |
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20.00 |
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3. Scheduled Transfer Date of Subsidiary Thursday, June 21, 2007
III. Outlook
1. Expected influence of the Tender Offer on Business Results
The Company is closely examining the influence on the consolidated and non-consolidated
earnings forecasts of the Company resulting from making the Target Company a subsidiary.
Should the consolidated and non-consolidated forecasts require revision, it will be
disclosed in a timely manner.
2. Policy after the Tender Offer
As a result of the Tender Offer, the Company will become the largest shareholder of the
Target Company, holding 77.05% of the Target Companys total number of issued shares.
If the Companys shareholding ratio in the Target Company is maintained until the end of the
Target Companys fiscal year (March 31, 2008), the shareholding ratio of the Special Few,
may meet the delisting criteria set by the TSE. In this case, the Target Companys stock may
be delisted through a prescribed procedure.
At the commencement of the Tender Offer, the Company was planning to study carefully such
possibilities as making the Target Company a wholly owned subsidiary through exchange of
shares or other means, if the TSEs delisting criteria was met. Given the result of the
Tender Offer, in that the Companys shareholding ratio exceeds 75%, the possibility that the
Target Company may be delisted has increased. The Company will expedite the examination of
possible actions, such as making the Target Company a wholly owned subsidiary through
exchange of shares or other means, with an eye towards protecting the interests of minority
shareholders of the Target Company. Although the specific policy, conditions and other
factors are yet to be determined, based on the outcome of our investigation and the
Companys decision on how it will respond, the Company will provide this information in a
timely disclosure.
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June 15, 2007 |
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Canon Inc.
Chairman & CEO: Fujio Mitarai
Securities code: 7751
[Tokyo (First section) and other Stock Exchanges] |
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Inquiries:
Masahiro Osawa
Managing Director & Group Executive,
Finance & Accounting Headquarters
+81-3-3758-2111 |
Notice Regarding Delisting of The Third Series of Unsecured
Convertible Debentures Due 2008
The Third Series of Unsecured Convertible Debentures Due 2008 (the Convertible Bonds)
issued by Canon Inc. (the Company) on November 24, 1993 has fell under the delisting criteria
provided in article 4, section 2, clause 1 of the special rules regarding the securities listing
regulations on convertible bonds, and therefore will be delisted as follows:
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Reason for the Delisting |
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Due to advanced conversion of the Convertible Bonds into common stock, the outstanding
amount of the Convertible Bonds, which is the total face value of the amount listed, has fell
below 300 million yen on June 13, 2007. Since the outstanding amount of the Convertible Bonds
falls under the delisting criteria of the Tokyo Stock Exchange and Osaka Securities Exchange,
the Convertible Bonds will be delisted from both stock exchanges. |
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Delisting Date |
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July 16, 2007
Note: The Convertible Bonds issued by the Company will be assigned to the exchanges
pre-delisting section from June 16, 2007 to July 15, 2007 where trading can be conducted until
July 13, 2007, and delisted on July 16, 2007. |
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3. |
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Items in regard to the Convertible Bonds |
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(1) Name
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The Third Series of Unsecured
Convertible Debentures Due 2008 |
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(2) Outstanding Amount
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177 million yen (as of June 13 , 2007) |
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(3) Conversion Price
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998 yen |
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(4) Securities Issued
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Common stock |
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Note: Based on a resolution of the Companys Board of Directors meeting held on May 11, 2006,
a stock split has been made on July 1, 2006. Accordingly, from July 1, 2006, the conversion
price has been adjusted to 998 yen. |
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4. |
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Future handling of the Convertible Bonds |
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Although the Convertible Bonds will be delisted on July 16, 2007, the date of maturity and the
expiry date of the conversion period in regard to the Convertible Bonds are December 19,
2008 and December 18, 2008, respectively. Even after the delisting of the Convertible
Bonds, based on prescribed procedures, conversion into listed common stock until the
expiry date of the conversion period is possible. |