RPT-UPDATE 2-Dutch court rejects shareholder claims against Oce

(Repeats without change to headline or text)

* Court finds no reason to doubt management policy

* Denies all shareholders requests

* Ruling paves way for Canon to say offer unconditional (Adds CEO comment)

By Harro ten Wolde

AMSTERDAM, March 3 (Reuters) - A Dutch court denied a shareholder lawsuit against Dutch photocopier and printing systems maker Oce OCEN.AS for its management's handling of a $1 billion takeover offer from Canon (7751.T), paving the way for the Japanese company to declare its offer unconditional.

The company, which also makes scanners and offers document-management and maintenance services, was taken to court by a group of shareholders, who said a 8.60 euro-per-share offer worth 730 million euros ($996 million) undervalued the company.

Hermes Asset Management and Universities Superannuation Scheme (USS) asked the Dutch Commercial Court to investigate talks between Canon and Oce, which led to the offer.

"It has not been proven that there were circumstances that gives grounds to have doubts about (management's) policy," Commercial Court Judge Peter Ingelse said in a preliminary ruling. He denied all requests from the shareholders.

The ruling comes a day before Canon is to decide whether it would be satisfied with the 71 percent stake in Oce that it has already secured or to extend the offer, or walk away from the deal altogether.

The ruling came the same day a hearing was held. Oce's lawyer urged a quick ruling due to "uncertainty about Oce's future and the question whether Canon will declare its offer unconditional." He told the judges the negative publicity caused by the court case was "very damaging."

Canon, which offered to buy Oce in November, said on Tuesday it had acquired or been tendered 71 percent of Oce's shares in a takeover bid that closed Monday, short of its target of 85 percent. [ID:nTOE621052]

Oce's Chief Executive Rokus van Iperen said the ruling was "an important step" in the acquisition process.

"We are pleased that this ruling means the process related to the envisaged acquisition of Oce by Canon can proceed," Van Iperen said in a statement.

Canon's takeover attempt comes amid a flurry of acquisitions in the office equipment industry, including Ricoh Co's (7752.T) takeover of U.S. distributor Ikon Office Solutions, and Xerox Corp's (XRX.N) purchase of Global Imaging.

Canon, the world's largest digital camera maker and a major producer of copiers and printers, has looked to the Oce deal as a way to generate earnings growth. ($1=.7328 Euro) (Editing by Maureen Bavdek and Tim Dobbyn)