Canon to acquire Canon Electronics, take it private in tender offer

Canon Inc. has launched a tender offer to acquire all shares of Canon Electronics Inc. at JPY3,650 per common share, aiming to make it a wholly-owned subsidiary and delist it from the Tokyo Stock Exchange. Canon Inc. currently holds 55.01% of Canon Electronics' shares. The offer is conditional on acquiring a minimum of 4,738,100 shares, representing 11.58% of the outstanding shares, to ensure Canon Inc. holds at least two-thirds of the voting rights.

Canon Electronics' board of directors resolved to support the tender offer and recommend shareholders tender their shares. The board determined the offer price is fair and reasonable, reflecting multiple rounds of negotiations that led to an increase from an initial JPY2,930 per share. The tender offer period is set for 30 business days, from December 1, 2025, to January 19, 2026.

As a condition of the tender offer, Canon Electronics will not pay a year-end dividend for the fiscal year ending December 31, 2025. This decision was made on the premise that the JPY3,650 purchase price comprehensively considers and includes the year-end dividend for this fiscal year.