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SMT & Inspection | June 04, 2009

Nikon to acquire Metris

Nikon plans to acquire all outstanding shares and warrants of Metris NV, a Belgian company manufacturing measurement equipment, in a public cash tender offer (hereinafter, Tender Offer).
Metris, headquartered in Leuven (Belgium) has original as well as advanced technology and products in the market for non-contact, 3D- measurement systems. Nikon, on the other hand, has established a strong position as a manufacturer of precision measuring equipment drawing on its core technologies in optics, precision machinery, and image processing. By combining the technologies of both companies and pursuing product development, the Nikon Group will be able to enhance its superior technological positions.

By combining the products handled by both companies, it will be possible not only to significantly strengthen the product lineup of the Nikon Group, but also strengthen the customer base. In addition, the sales channels of Metris, covering markets around the world, with special strengths in the European and North American markets, will be complementary with those of Nikon, principally in Japan and the rest of Asia. The integration of Metris into the Nikon Group will strengthen Nikon's sales channels in the European and U.S. markets and create sales opportunities for Metris products in the Japanese and other Asian markets, thus making it possible to expand the earnings bases of both companies.

Period of the Tender Offer: A period of 4 weeks is scheduled for the Tender Offer, following approval of the Tender Offer Prospectus from the Belgian Banking, Finance and Insurance Commission.

Price to be offered: €5.5

Basis for the assessment of the Tender Offer price: The scheduled Tender Offer price of €5.5 per share corresponds to the average price of Metris shares on the NYSE Euronext Brussels Stock Exchange for the one month period ending on May 26, 2009, plus a premium of approximately 147.5%.

Amount required for the Tender Offer: €72 million (In the event that 100% of the shares of Metris can be purchased as a result of this Tender Offer)

Number of Shares scheduled to be acquired: Shares issued and outstanding: 12,605,723. Warrants granted and outstanding giving the right to subscribe to: 2,117,144 new shares (As of May 31, 2009)

Change in ownership percentage as a result of the Tender Offer: 100% ownership by the acquirer (Assuming Nikon can purchase 100% of the shares of Metris through the public Tender Offer)

Outlook Going Forward: If the Tender Offer is successfully implemented, Metris will become a subsidiary of Nikon.

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