Nikon Buys Optos For 259.3 EU MillionThe boards of directors of Nikon Corporation (“Nikon”) and Optos Plc (“Optos”) are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Nikon for the entire issued and to be issued share capital of Optos.
It is intended that the Transaction will be implemented by means of a Court-sanctioned scheme of arrangement of Optos under Part 26 of the Companies Act 2006 (although Nikon reserves the right, subject to the consent of the Panel, to effect the Transaction by way of a takeover offer).
The Transaction values the entire issued and to be issued share capital of Optos at approximately £259.3 million and represents a premium of approximately:
30.5 per cent. to the Closing Price of 260.5 pence per Optos Share on 26 February 2015 (being the last Business Day prior to the date of this announcement); and
39.0 per cent. to the volume weighted average Closing Price of 244.6 pence per Optos Share, for the three month period to 26 February 2015 (being the last Business Day prior to the date of this announcement).
The Optos Directors, who have been so advised by Evercore, consider the terms of the Transaction to be fair and reasonable. In providing its advice to the Optos Directors, Evercore has taken into account the commercial assessments of the Optos Directors.
Accordingly, the Optos Directors intend to recommend unanimously that Optos Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the Optos General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, accept or procure acceptance of that offer) as each of the Optos Directors who holds Optos Shares has irrevocably undertaken to do in respect of his or her own beneficial holdings totalling 71,569 Optos Shares (representing approximately 0.1 per cent. of the existing issued ordinary share capital of Optos at close of business on 26 February 2015 (being the latest practicable date prior to the date of this announcement)).
Nikon has also received a letter of intent from Aberforth Partners LLP (on behalf of its clients) to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Transaction to be proposed at the Optos General Meeting (or, in the event that the Transaction is implemented by the Takeover Offer, to accept or procure acceptance of that offer) in respect of a further 9,536,897 Optos Shares (representing, in aggregate, approximately 13.1 per cent. of the existing issued share capital of Optos at close of business on 26 February 2015 (being the latest practicable date prior to the date of this announcement)).
Therefore Nikon has received irrevocable undertakings and a letter of intent in respect of a total of 9,608,466 Optos Shares representing, in aggregate, 13.2 per cent. of the existing issued share capital of Optos at close of business on 26 February 2015 (being the latest practicable date prior to the date of this announcement).
Optos is a leading retinal imaging company with a vision to be recognised as The Retina Company and the leading provider of retinal diagnostics. Optos was incorporated in 1992 and is domiciled in Scotland. Optos is listed on the Official List of the London Stock Exchange and its shares were admitted to trading on 15 February 2006. For the year ended 30 September 2014, the Optos Group generated revenue (including other operating income) of approximately US$170.6 million and operating profit (before exceptional and separately disclosed items) of approximately US$16.3 million.
Commenting on the Transaction, Kazuo Ushida, President of Nikon, said:
“I am pleased to announce this strategically important transaction for Optos and Nikon. I am confident that an Optos/Nikon combination would create a world class “retina” player and would significantly benefit our respective stakeholders. Together, we will pursue various collaboration opportunities and further expand the medical business in the future.”
Commenting on the Transaction, Dr Peter Fellner, Chairman of Optos, said:
“Under the leadership of Roy Davis and the management team, Optos has successfully established itself as a global leader in retinal imaging supported by the introduction of innovative new products such as the Daytona. During this period, our share price and financial results have shown material improvement and Optos is now well placed for further growth.
Following the Transaction, Optos will become a key part of Nikon’s future strategy to develop a global medical business and will continue to provide its market leading solutions to the patients we serve. We are therefore pleased to recommend this acquisition to our shareholders.”
This summary should be read in conjunction with, and is subject to, the following announcement and the Appendices. The conditions to, and certain further terms of, the Transaction are set out in Appendix 1 to this announcement. The sources and bases for certain information contained in this announcement are set out in Appendix 2 to this announcement. Details of irrevocable undertakings and the letter of intent received by Nikon are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.