Nikon Corporation: Nikon’s Public Takeover Offer for SLM Successful

Nikon’s Public Takeover Offer for SLM Successful

January 20, 2023

Tokyo, Japan, January 20, 2023 – Nikon Corporation (“Nikon”) announced the fulfilment of all closing conditions for the voluntary public takeover offer (the “Takeover Offer”) by Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) as well as for the parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (the “Bonds Offer”).

Toshikazu Umatate, CEO of Nikon, commented: “We are very pleased that our transaction has progressed successfully, and we are looking forward to partnering with SLM. We value SLM’s capabilities in the metal additive manufacturing space, and together we can provide holistic solutions at an accelerated pace to customers in a variety of industries around the world. We look forward to enhancing and growing our digital manufacturing business, which we are confident will lead to a revolution in global mass-production.”

Sam O’Leary, CEO of SLM, said: “With its deep expertise in developing cutting-edge opto-electronic technology and precision equipment, Nikon is the perfect partner for SLM. Together with Nikon, we will further strengthen our leading position in integrated metal additive manufacturing through consistently raising the bar in this innovation-centric environment. We have demonstrated the relevance of our technology to every major industry, and with Nikon we are confident we will expand our customer base even further.”

The settlement of the Takeover Offer and the Bonds Offer will be effectuated within five banking days from January 20, 2023, following the announcement regarding the fulfilment of all closing conditions, i.e. latest on January 27, 2023.
 

Media Contacts:

Japanese Media:                    German and International Media: 
Takahiro Kamide                     Niklas Tolkamp

Nikon CORPORATION           FGS Global

Phone: +81 3 6433 3741        Phone: +49 69 92 18 74 610

pr.dept@nikon.com                niklas.tolkamp@fgsglobal.com

About Nikon:

Nikon has been a pioneer in optical technology markets worldwide since its inception in 1917. Today, utilizing advanced technologies, we offer a wide range of products and solutions from digital cameras and binoculars to industrial precision equipment such as FPD and semiconductor lithography systems, microscopes and measuring instruments as well as products for the healthcare field. In the future, we will take advantage of Nikon's core technologies to generate new core pillars of profit including the material processing business; Nikon strives to be a leading company in precision and optics fields that realizes sustainable growth of enterprise value in the medium- to long-term.

Nikon is a publicly traded company, headquartered in Japan, with offices around the world.

Further information is available at www.nikon.com.

About SLM:

SLM Solutions is a global provider of integrated metal additive manufacturing solutions. Leading the industry since its inception, it continues to drive the future of metal Additive Manufacturing in every major industry with its customers’ long-term success at its core. SLM Solutions is home to the world’s fastest metal additive manufacturing machines boasting up to 12 lasers and enabling build rates of up to 1000ccm/h. With a portfolio of systems to suit every customer's needs, along with its team of experts closely collaborating at every stage of the process, SLM Solutions leads the way on return on investment with maximum efficiency, productivity, and profitability. SLM Solutions believes that additive manufacturing is the future of manufacturing and has the desire and capability to take its customers there – right now.

SLM Solutions is a publicly traded company headquartered in Germany, with offices in Canada, China, France, India, Italy, Japan, Singapore, South Korea, and the United States.

Further information is available on www.slm-solutions.com.
 

Certain Disclaimers

This announcement is for information purposes only and does not constitute an invitation to make an offer to sell SLM securities. This announcement does not constitute an offer to purchase SLM securities and is not for the purposes of Nikon making any representations or entering into any other binding legal commitments.

The publication, sending, distribution or dissemination of this announcement in certain jurisdictions other than Germany and the United States may be governed by laws of jurisdictions other than Germany and the United States in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons whose place of residence, incorporation, seat or habitual abode is not in Germany or the United States or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, the laws of such other jurisdictions.

This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

In some jurisdictions, publication or distribution of this announcement may be illegal or permitted only to certain persons.

Forward-looking statements

This announcement contains forward-looking statements or statements that may be deemed to be forward-looking statements with respect to Nikon, the Bidder and SLM. Statements other than historical facts contained in this announcement may constitute forward-looking statements. Forward-looking statements include "targets," "plans," "believes," "expects," "aims," "intends," "will," "may", "anticipates", "estimates", "projects" and similar words and phrases, or the negative forms thereof. Forward-looking statements include (i) future capital expenditures, expenses, revenues, earnings, synergies, economic trends, indebtedness, financial condition, dividend policy, losses and projections; (ii) business and management strategies and the potential synergies and business expansion and growth that the Takeover Offer and the Bonds Offer may bring to Nikon, the Bidder, or SLM; and (iii) the impact of any governmental regulation on the business of Nikon or SLM, including statements regarding the impact of such regulation on the business of the Nikon or SLM.

Forward-looking statements are subject to risks and uncertainties that may materially affect expected results and are based on certain important assumptions. A number of factors could cause actual results to differ materially from those assumed or implied in the forward-looking statements. In light of such uncertainties and risks, you are cautioned not to place undue reliance on forward-looking statements, which are relevant only as of the date they are made. Neither Nikon, the Bidder nor SLM undertakes any obligation to update any forward-looking statements or other statements contained in this announcement, except as required by applicable law.

None of the statements contained or referred to in this announcement are made as a profit forecast.