REG - Nikon Corporation Optos plc - Offer for Optos <Origin Href="QuoteRef">7731.T</Origin> <Origin Href="QuoteRef">OPTS.L</Origin> - Part 2

NikonAnnouncement

27/02/2015 07:00

- Part 2: For the preceding part double click  ID:nRSa0593Ga 

confidentiality agreement referred to in paragraph 13; 
 
(c)           the bid conduct agreement referred to in paragraph 13; and 
 
(d)           a copy of this announcement. 
 
The content of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement. 
 
19.          General 
 
Nikon has also reserved the right to elect to implement the Transaction by way
of a takeover offer. In such event, the Takeover Offer will be implemented on
substantially the same terms as those which would apply to the Scheme (subject
to appropriate amendments, including (without limitation), and if agreed with
the Panel, the inclusion of an acceptance condition set at 90 per cent. of the
shares to which such offer relates or such lesser percentage, being more than
50 per cent., as Nikon may decide). 
 
If the Transaction is effected by way of the Takeover Offer, it is anticipated
that the cancellation of Optos' listing on the Official List and admission to
trading on the London Stock Exchange's market for listed securities will take
effect no earlier than 20 Business Days following the date on which such
Takeover Offer becomes or is declared unconditional in all respects, provided
Nikon has obtained 75 per cent. or more of the voting rights of Optos. 
Delisting would significantly reduce the liquidity and marketability of any
Optos Shares not assented to the Takeover Offer at that time. 
 
If the Transaction is effected by way of the Takeover Offer and such offer
becomes or is declared unconditional in all respects, and Nikon receives
acceptances under the offer in respect of, or otherwise acquires, 90 per cent.
or more of the shares to which the offer relates, Nikon intends to exercise
its rights pursuant to sections 974 to 991 of the 2006 Act  to acquire
compulsorily the remaining Optos Shares in respect of which such Takeover
Offer has not been accepted. 
 
The availability of any such Takeover Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions. 
Such persons should inform themselves about, and observe any, applicable
requirements. 
 
The Transaction will be on the terms and subject to the conditions set out
herein and in Appendix 2 to this announcement, and to be set out in the Scheme
Document. 
 
Enquiries: 
 
 NikonKazuo Ushida, PresidentJunichi Itoh, CFOYosuke Toyoda, Investor RelationsTel: + 81 3 6433 3600                                                                                                                                                                                OptosRoy Davis, CEORobert Kennedy, CFOTel: +44 (0) 1383 843 300                                  
 Goldman Sachs International (Financial adviser to Nikon)Nimesh KhiroyaTel: 44 (0) 207 774 1000 Yoshihiko YanoTel: +81 3 6437 6000                                                                                                                                                  Evercore (Lead financial adviser to Optos)Julian Oakley / Alan Beirne Tel: +44 (0) 207 653 6000  
                                                                                                                                    Numis Securities (Corporate broker and joint financial adviser to Optos)Michael Meade / James Black Tel: +44 (0) 207 260 1000                   
                                                                                                                                    Peel Hunt (Corporate broker and joint financial adviser to Optos)Clare Terlouw / James Steel / Jock Maxwell MacdonaldTel: +44 (0) 207 418 8900  
                                                                                                                                    FTI ConsultingBen Atwell / Mo Noonan / Simon ConwayTel: +44 (0) 20 3727 1000                                                                    
 
 
Furtherinformation 
 
Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Nikon
and no one else in connection with the Transaction and the other matters
referred to in this announcement, and will not be responsible to anyone other
than Nikon for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the Transaction or in
connection with the other matters referred to in this announcement. 
 
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as lead financial adviser exclusively for Optos and no one else in connection
with the Transaction and the other matters referred to in this announcement,
and will not regard any other person as its client in relation to the
Transaction and the other matters referred to in this announcement and will
not be responsible to anyone other than Optos for providing the protections
afforded to clients of Evercore, nor for providing advice in relation to the
Transaction or the other matters referred to in this announcement. 
 
Numis Securities Limited ("Numis") is authorised and regulated by the
Financial Conduct Authority. Numis is acting as joint corporate broker and
joint financial adviser to Optos and no one else in connection with the
Transaction and the other referred to in this announcement and will not regard
any other person as its client in relation to the Transaction or any other
matters referred to in this announcement and will not be responsible to anyone
other than Optos for providing the protections afforded to clients of Numis,
nor for providing advice in relation to the Transaction or any other matter
referred to in this announcement. 
 
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial
Conduct Authority. Peel Hunt is acting as joint corporate broker and joint
financial adviser to Optos and no one else in connection with the Transaction
and the other matters referred to in this announcement and will not regard any
other person as its client in relation to the Transaction or any other matters
referred to in this announcement and will not be responsible to anyone other
than Optos for providing the protections afforded to clients of Peel Hunt, nor
for providing advice in relation to the Transaction or any other matter
referred to in this announcement. 
 
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Transaction or otherwise. The Transaction will be effected solely through
the Scheme Document, which will contain the full terms and conditions of the
Transaction, including details of how to vote in respect of the Scheme. Any
vote in respect of the Scheme or other response or action in respect of the
Transaction should be made only on the basis of the information contained in
the Scheme Document. Optos will prepare the Scheme Document to be distributed
to Optos Shareholders. Optos and Nikon urge Optos Shareholders to read the
Scheme Document carefully when it becomes available because it will contain
important information relating to the Transaction. 
 
It is expected that the Scheme Document (including notices of the Meetings)
together with the relevant Forms of Proxy, will be posted to Optos
Shareholders as soon as is reasonably practicable and in any event within 28
days of this announcement, unless otherwise agreed with the Panel. 
 
Overseas Shareholders 
 
The release, publication or distribution of this announcement or availability
of the Transaction in jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United Kingdom or who
are subject to the laws of any jurisdiction other than the United Kingdom
should therefore inform themselves of, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Optos Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. 
 
This announcement has been prepared for the purposes of complying with UK law
and the Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of any jurisdiction outside the United Kingdom. 
 
The Transaction relates to shares of a Scottish public limited company and is
proposed to be effected by means of a scheme of arrangement under Scots law
and, in particular, Part 26 of the UK Companies Act 2006. Accordingly, the
Scheme is subject to the disclosure requirements of and rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of, and rules and practices applicable under, the laws of
other jurisdictions outside the United Kingdom. 
 
Unless otherwise determined by Nikon or required by the Code, and permitted by
applicable law and regulation, the Transaction will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction and no
person may vote in favour of the Transaction by any such use, means,
instrumentality or from within a Restricted Jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction, and persons
receiving this announcement or any documents relating to the Transaction
(including, without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from any such
jurisdictions. If, in future, Nikon exercises its right to implement the
Transaction by way of the Takeover Offer, the Takeover Offer (unless otherwise
permitted by applicable law and regulation) will and may not be made, directly
or indirectly, in or into, or by the use of the mails, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of a
national, state or other securities exchange of any Restricted Jurisdiction,
and the Takeover Offer will not be capable of acceptance from or within any
Restricted Jurisdiction or by any such use, means, instrumentality or
facilities. 
 
Notice to US investors in Optos 
 
The Transaction relates to the shares of a Scottish public limited company and
is being made by means of a scheme of arrangement under Scots law and, in
particular, the Companies Act 2006 and conducted in accordance with Section
3(a)(10) of the US Securities Act. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934. Accordingly,
the Transaction is subject to the disclosure requirements of, and rules and
practices applicable in, the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules. If, in the future, Nikon exercises the right to
implement the Transaction by way of the Takeover Offer and determines to
extend the Takeover Offer into the United States, the Takeover Offer will be
made in compliance with applicable United States laws and regulations.
Financial information included in this announcement and which may be included
in the Scheme Document (or Takeover Offer Document, as the case may be) has
been or will have been prepared in accordance with accounting standards
applicable in territories outside the United States that may not be comparable
to financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States. 
 
It may be difficult for US holders of Optos Shares to enforce their rights and
any claim arising out of the US federal laws, since Nikon and Optos are each
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Optos
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement. 
 
Forward looking statements 
 
This announcement, including information included or incorporated by reference
in this announcement, may contain certain "forward looking statements"
regarding the financial position, business strategy or plans for future
operations of the Wider Nikon Group and the Wider Optos Group. All statements
other than statements of historical fact included in any document may be
forward looking statements. Forward looking statements also often use words
such as "believe", "expect", "estimate", "intend", "anticipate" and words of a
similar meaning. 
 
By their nature, forward looking statements involve risk and uncertainty that
could cause actual results to differ materially from those suggested by them.
Much of the risk and uncertainty relates to factors that are beyond the
companies' abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore
undue reliance should not be placed on such statements which speak only as at
the date of this announcement. Each of the Wider Nikon Group, the Wider Optos
Group and each of their respective members, directors, officers or employees,
advisers or any person acting on their behalf, expressly disclaims any
intention or obligation to, revise or update these forward looking statements
or other statements contained in this announcement, whether as a result of new
information, future events or otherwise, except as required pursuant to
applicable law. 
 
Neither the Wider Nikon Group, the Wider Optos Group, nor their respective
members, directors, officers or employees, advisers or any person acting on
their behalf, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward looking
statements in this announcement will actually occur. 
 
No forward looking or other statements have been reviewed by the auditors of
the Wider Nikon Group or the Wider Optos Group. All subsequent oral or written
forward-looking statements attributable to the Wider Nikon Group or the Wider
Optos Group, or any of their respective members, directors, officers, advisers
or employees or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. 
 
No profit forecasts or estimates 
 
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Nikon share or Optos
Share for the current or future financial years, or those of the Combined
Group, will necessarily match or exceed the historical published earnings per
Nikon share or Optos Share. 
 
Disclosure requirements of the Code 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchangeofferor is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be fo