UPDATE 2-Oce shareholders take Canon's $1 bln offer to court

Mon Feb 22, 2010 3:13pm EST

* Hermes Asset Management owns 3.3 percent of Oce shares

* Court declines to give further details

* Oce to oppose request,reiterates support for Canon offer (Adds Oce comment, background, updates shares)

AMSTERDAM, Feb 22 (Reuters) - Activist shareholders which have attacked Canon's (7751.T) $1 billion offer for Dutch maker of photocopier and printing systems Oce NV OCEN.AS, have asked a Dutch court to look into the deal.

Oce said in a statement Hermes Asset Management and Universities Superannuation Scheme have filed a request with the Enterprise Chamber of the Court of Appeals in Amsterdam.

They demand an investigation in negotiations between Canon and Oce about the 8.60 euro per share offer for Oce.

A spokeswoman for the court confirmed Hermes, which holds 3.3 percent of Oce shares, had filed the case but declined to give any details.

Management of the mid-cap company, which makes printing and copy systems as well as scanners, told displeased shareholders earlier this month the offer from Japan's Canon was the best they could get.

Hermes had said Canon's 8.60 euro per share offer was a "meagre representation of Oce's value," while 10 percent shareholder Orbis Portfolio Management had qualified the offer as "significantly undervaluing" the company. Danish fund Sparinvest, which owns 5.5 percent of Oce's shares, has said the offer did not "reflect the full value" of Oce.

"Oce regrets this step and will oppose the request," the Venlo based company said in a statement, reiterating is boards "fully and unanimously support and recommend" Canon's offer.

Canon has said it would declare the offer unconditional if 85 percent of shares were tendered, but it could also decide to lower the threshold after the tender period expires on March 1.

Oce shares closed down 0.2 percent at 8.60 euros. (Reporting by Harro ten Wolde and Eva Hagendoorn; Editing by Jon Loades-Carter, Bernard Orr)

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