ANNEX 5 – LIST OF SUBSIDIARIESOF NIKON

169

NIKON Group Companies
Domestic Companies
Name

Address

Telephone

Main Business

Mito Nikon Precision Corporation✩

4500, Sugaya, Naka, Ibaraki 311-0194+81-29-298-8111

Zao Nikon Co., Ltd.✩20, Shin-oyoke, Miya, Zao-machi, Katta-gun,
Miyagi 989-0701
289, Aza-hara, Tako, Natori, Miyagi 981-1221+81-224-32-2336

760, Midori, Otawara, Tochigi 324-8520+81-287-28-1177

Manufacture of devices for IC/LCD
steppers and scanners
Manufacture of devices for IC/LCD
steppers and scanners
Manufacture of devices for IC/LCD
steppers and scanners
Manufacture of IC/LCD steppers andscanners, and lenses for IC/LCD
steppers and scanners
Maintenance and servicing of IC/
LCD steppers and scanners, sales ofused steppers and scanners
Manufacture of interchangeable
lenses and optical lenses
Manufacture of cameras
Sales and servicing of cameras

Sendai Nikon PrecisionCorporation✩*2
Tochigi Nikon Precision Co., Ltd.✩+81-22-384-0018

Nikon Tec Corporation✩

5-21, Katsushima 1-chome, Shinagawa-ku, Tokyo +81-3-5762-8911
140-0012

Tochigi Nikon Corporation✩

770, Midori, Otawara, Tochigi 324-8625+81-287-28-1111

Sendai Nikon Corporation✩
Nikon Imaging Japan Inc.✩*3277, Aza-hara, Tako, Natori, Miyagi 981-1221
4-1, Shibaura 3-chome, Minato-ku, Tokyo 1080023
1434, Kurobanemuko-machi, Otawara, Tochigi
324-0241+81-22-384-0011+81-3-3769-7900

Nikon Instech Co., Ltd.✩*4

6-3, Nishiohi 1-chome, Shinagawa-ku, Tokyo
140-8601+81-3-3773-1173

Hikari Glass Co., Ltd.✩

1399, Monoi, Yotsukaido, Chiba 284-0012+81-43-422-5221

Nikon Optical Shop Co., Ltd.

5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo
100-0005
3-25, Futaba 1-chome, Shinagawa-ku, Tokyo
142-0043
30-4, Tsuruya-cho 3-chome, Kanagawa-ku,
Yokohama, Kanagawa 221-0835+81-3-3215-0725

Kurobane Nikon Co., Ltd.✩

Nikon Vision Co., Ltd.
Nikon Engineering Co., Ltd.✩
Nikon Systems lnc.✩
Nikon Business service Co., Ltd.✩
Nikon Tsubasa Inc.
Nikon-Essilor Co., Ltd.
Nikon-Trimble Co., Ltd.

+81-287-53-1111+81-45-320-1311+81-45-320-1311

3-3, Minatomirai 2-chome, Nishi-ku, Yokohama,
Kanagawa 220-6116
6-3, Nishiohi 1-chome, Shinagawa-ku, Tokyo
140-0015+81-45-682-0120

471, Nagaodai-cho, Sakae-ku, Yokohama,
Kanagawa 244-8533
10-8, Ryogoku 2-chome, Sumida-ku, Tokyo 1300026
16-2, Minamikamata 2-chome, Ota-ku, Tokyo
144-0035+81-45-853-8454+81-3-3773-2122+81-3-5600-3511+81-3-5710-2598

Manufacture of objective lenses for
microscopes/measuring instruments/
semiconductor inspection equipment,
and optical components
Sales, maintenance and servicingof microscopes, measuring
instruments, and semiconductor
inspection equipment
Manufacture and sale of optical glassand molded optical glass
Retail sales of ophthalmic frames
and lenses
Design, manufacture, and sales andservicing of sport optics products
Design, manufacture, and salesof microprocessing systems andcustomized microscopes
Development and support ofcomputer software
Employee welfare activities,
procurement, logistics, and activities
related to intellectual property
Processing, assembly and packing ofparts for optical instruments
Development, manufacture, sales
and servicing of ophthalmic lenses
Development, manufacture,sales and servicing of surveying
instruments

As of July 20, 2008
*1“✩” marks denote consolidated subsidiaries as of March 31,2008.
*2
Sendai Nikon Corporation separated into two companies, Sendai Nikon Corporation and Sendai Nikon Precision Co., Ltd., as of April 1, 2008.
*3
Nikon Photo Products Inc., renamed as Nikon Imaging Japan Inc., as of February 1, 2008 when the office was relocated to Minato-ku, Tokyo.
*4
Nikon Insteck Co., Ltd. was relocated to Shinagawa-ku, Tokyo, as of April 28, 2008.
*
Nikon Eyewear Co., Ltd. was dissolved as of May 31, 2008.

170

Overseas Companies			
			
Name

Address

Telephone

Main Business

Nikon Americas Inc.✩

1300 Walt Whitman Road, Melville, NY 117473064, U.S.A.

+ 1-631-547-4200

Nikon Precision Inc.✩1399 Shoreway Road, Belmont, CA 94002-4107,
U.S.A.

+ 1-650-508-4674

Nikon Research Corporation ofAmerica✩
Nikon Inc.✩1399 Shoreway Road, Belmont, CA 94002-4107,
U.S.A.
1300 Walt Whitman Road, Melville, NY 117473064, U.S.A
1300 Walt Whitman Road, Melville, NY 117473064, U.S.A.

+ 1-650-508-4674

Centralized supply, administrationand management of funds ofaffiliates in the U.S.
Import, sales, maintenance andservicing of IC steppers andscanners
R&D for IC-related equipment

Nikon Instruments Inc.✩+ 1-631-547-4200+ 1-631-547-8500

Nikon Canada Inc.✩

1366 Aerowood Drive, Mississauga, Ontario,
Canada L4W 1 C1

+ 1-905-625-9910

Nikon Holdings Europe BV.✩New Yorkstraat 66, 1175 RD Lijnden, The
Netherlands+31-20-4496-222

Nikon Precision Europe GmbH✩Paul-Ehrlich-Strasse 3-5, 63225 Langen,Germany+49-6103-973-0

Nikon Europe BV.✩New Yorkstraat 66, 1175 RD Lijnden, The
Netherlands
Im Hanselmaa 10, CH-8132 Egg/ZH, Switzerland+31-20-4496-222

Nikon GmbH✩

Tiefenbroicher Weg 25, 40472 Düsseldorf,
Germany+49-211-94-140

Nikon U.K. Ltd.✩380 Richmond Road, Kingston-Upon-Thames,
Surrey, KT2 5PR, U.K.

+44-20-8541-4440

Nikon France S.A.S.✩

191, rue du Marché Rollay, 94504 Champigny sur +33-1-45-16-45-16
Marne Cedex, France

Nikon Nordic AB✩Råsundavägen 12,8 tr, 169 67 Solna, Sweden+46-8-594-109-00

Nikon Kft.✩

H-1047 Budapest, Fóti út 56., Hungary+36-1-232-13-72

Nikon s.r.o.✩

Kodanska 46, 100 10 Praha 10, Czech Republic+420-267-15-45-60

Nikon Polska Sp.z o.o.✩ul. Postepu 14, 02-676 Warsaw, Poland+48-22-6079-400

Nikon Instruments Europe BV.✩

Laan van Kronenburg 2, 1183 AS Amstelveen,
The Netherlands+31-20-4496-222

Nikon Instruments S.p.A.✩

Via Meucci, n.59, 50041 Calenzano, Firenze, Italy +39-55-3009601

Nikon AG✩+41-43-277 -27 -00

17-24 Singal-Dong, Yongin-Si, Giheung-Gu,+82-31-288-5601
Gyeonggi-Do, Korea
3F-1, 2, 3, 5 No. 28, Tai Yuen Street, Chu Pei City, +886-3-552-5888
Nikon Precision Taiwan Ltd.✩
Hsin Chu Hsien, Taiwan+65-6367 -4020
Nikon Precision Singapore Pte Ltd✩ 29 Woodlands Industrial Park E1, #04-01/06
Northtech Building, Singapore 757716+86-21-5899-0266
Nikon Precision Shanghai Co., Ltd.✩ 6/F, King Tower, No. 28 Xin Jin Qiao Road,
Pudong, Shanghai 201206, China
Nikon Precision Korea Ltd.✩

171

Import, sales and servicing ofcamerasImport, sales, maintenance andservicing of microscopes, measuring
instruments and semiconductor
inspection equipment
Import, sales and servicing ofcameras, microscopes, andmeasuring instruments
Centralized supply, administrationand management of funds ofaffiliates in Europe
Import, sales, maintenance andservicing of IC steppers andscanners
Import, sales and servicing ofcamerasImport, sales and servicing ofcameras, microscopes, andmeasuring instruments
Import, sales and servicing ofcameras, microscopes, andmeasuring instruments
Import, sales and servicing ofcameras, microscopes, andmeasuring instruments
Import, sales and servicing ofcameras, microscopes, andmeasuring instruments
Import, sales and servicing ofcamerasImport, sales and servicing ofcamerasImport, sales and servicing ofcamerasImport, sales and servicing ofcamerasImport, sales, maintenance andservicing of microscopes andmeasuring instruments
Import, sales, maintenance andservicing of microscopes andmeasuring instruments
Maintenance and servicing of IC/
LCD steppers and scanners
Maintenance and servicing of IC/
LCD steppers and scanners
Maintenance and servicing of IC/
LCD steppers and scanners
Maintenance and servicing of IC/
LCD steppers and scanners

Name

Address

Telephone

Main Business

Nikon Hong Kong Ltd.✩

Suite 1001, 10/F City Plaza One, 1111 King’s
Road, Taikoo Shing, Hong Kong
80 Anson Road, #10-01/02 Fuji Xerox Towers,
Singapore 079907+852-2882-3936

11th Floor, Block A, Menara PKNS, No. 17, Jalan
Yong Shook Lin, 46050 Petaling Jaya, Selangor
Darul Ehsan, Malaysia
Room 01-04, 50th Floor, Raffles City, 268 Xi Zang
Middle Road, Shanghai 200001, China
Unit F1, Lidcombe Business Park, 3-29 Birnie
Avenue, Lidcombe NSW 2141, Australia
Plot No 17 Sector 32, Institutional Area, Gurgaon
122002 Haryana India+60-3-7809-3688

Import, sales and servicing ofcamerasImport, sales and servicing ofcameras, microscopes, andmeasuring instruments
Support for sales and servicing
of cameras, microscopes, andmeasuring instruments
Import, sales and servicing ofcamerasImport, sales and servicing ofcamerasImport, sales and servicing ofcameras, and servicing of measuring
instruments
Import, sales and servicing ofcameras

Nikon Singapore Pte Ltd✩
Nikon (Malaysia) Sdn. Bhd.✩
Nikon Imaging (China) Sales Co.,Ltd.✩
Nikon Australia Pty Ltd✩
Nikon India Private Limited

12F The Chamber of Commerce & Industry Bldg.,
45 4ga Namdaemunro, Jung-gu, Seoul, 100-743
Korea
1/42 Moo 5, Rojana Industrial Park, Rojana Road,
Nikon (Thailand) Co., Ltd.✩
Tambol Kanham, Amphur U-Thai, Ayutthaya
13210, Thailand
No. 11, Changjiang South Road, New District,
Nikon Imaging (China) Co., Ltd.✩
Wuxi, Jiangsu 214028, China
Nikon International Trading
7th Floor, Tower A, Shenzhen Zhongtianyuan(Shenzhen) Co., Ltd.
Logistics Center, Taohua Rd, Futian Free Trade
Zone, Shenzhen 518038, China
Guang Dong Nikon Camera Co., Ltd. Xiao-Bian The Second Industry Zone, Chang-An
Town, Dong-Guan City, Guang Dong Province,
Ch inaHang Zhou Nikon Camera Co., Ltd. 560 Xi-Xi Road, Hang-Zhou, China
Nikon Imaging Korea Co., Ltd.✩+65-6559-3618+86-21-6340-5188+61-2-8748-5200+91-124-4688-500+82-2-6050-1800+66-3533-1500+86-510-8534-3223+86-755-8282-1108+86-769-8531-3915

Manufacture of digital camera
components+86-571-8502-1558

Manufacture of digital camera
components
Marketing, maintenance andservicing of microscopes, measuring
instruments, and semiconductor
inspection equipment
Sales, maintenance and servicingof microscopes and measuring
instruments
Manufacture of microscopes andobjective lenses for microscopes

Nikon Instruments (Shanghai) Co.,Ltd.

24C, PUFA Tower, No. 588 Pudong South Road,
Pudong New District, Shanghai 200120, China

Nikon Instruments Korea Co., Ltd.

1F., Yuk-In B/D, 996-16, Daechi3-dong, Kangnam- +82-2-2186-8400
gu, Seoul, Korea

Nanjing Nikon Jiangnan Optical
Instrument Co., Ltd.

9 Hengda Road Nanjing Economic & TechnicalDevelopment Zone, Nanjing 210038, China

As of July 20, 2008
* “✩” marks denote consolidated subsidiaries as of March 31,2008.

172

Manufacture of digital cameras,interchangeable lenses and digital
camera components
Manufacture of digital cameras anddigital camera components
Procurement of parts for digital
cameras+86-21-5836-0050+86-25-8580-0009

Annex 6 – MEMORANDUM OF RESPONSE(“Mémoire en réponse”/“memorie vanantwoord”)
VOLUNTARY AND CONDITIONAL TAKEOVER BID IN CASH BY NIMD SPRL, A
WHOLLY OWNED SUBSIDIARY OF NIKON CORPORATION, FOR ALL SHARESAND WARRANTS ISSUED BY METRIS NV, POSSIBLY FOLLOWED BY A
SQUEEZE OUTMEMORANDUM IN REPLY FROM THE BOARD OF DIRECTORS OF METRIS NV
1.

GENERAL PROVISIONS

1.1

BackgroundOn 3 June 2009 NIMD SPRL (the "Offeror") - a private limited liability company
incorporated under Belgian law, with registered office at Avenue du Bourget 50, 1130
Brussels, and registered with the Central Enterprise Register under number 0811,968,588(RPR/RPM Brussels), a wholly owned subsidiary of Nikon Holdings Europe B.V., whichis in turn a wholly owned subsidiary of Nikon Corporation ("Nikon") - announced its
intent to launch a voluntary and conditional takeover bid (the "Takeover Bid") for all
the Shares and all the Warrants issued by Metris NV, a limited liability company
incorporated under Belgian law, with registered office at Geldenaaksebaan 329, 3001
Leuven (Heverlee), and registered with the Central Enterprise Register under number
0463,581,707 (RPR/RPM Leuven) (the "Company" or "Metris").
The Takeover Bid may be followed by a squeeze-out.
On 3 June 2009 the Board of Directors of Metris (the "Board") received a copy of thedraft prospectus that the Offeror has submitted with the Commission for Banking,
Finance and Insurance (the "CBFA"). The Board reviewed and agreed upon the draft
prospectus in accordance with Article 26, para. 2 of the Royal Decree of 27 April 2007
relating to public takeover bids (the "Takeover Decree").

1.2

Memorandum in Reply
In accordance with the provisions of Articles 22 to 30 of the Law of 1 April 2007
relating to public takeover bids (the "Takeover Law") and Articles 26 to 29 of the
Takeover Decree, the Board has given due consideration to the draft prospectus and to adraft of the memorandum in reply (the "Memorandum in Reply").
The draft of the Memorandum in Reply was approved on 12 June 2009. All the directorsof the Company were present at the meeting or by telephone conference.
On 18 June 2009, the Offeror has provided Metris with a copy of the last prospectus that
the Offeror has sent to the CBFA for approval (the "Prospectus"), on the basis of which
the Memorandum in Reply was finalized.
The Board of Directors draws your attention to the "Addendum to the Annual Financial
Report 2008" attached to this Memorandum in Reply as Exhibit 1, which comprises allcorrections to a number of Errata in the Annual Financial Report 2008.

173

1.3

Definitions
Unless otherwise provided in this Memorandum in Reply, the words and expressions
used with an initial capital letter shall have the meaning attributed to them in the
Prospectus.

2.

COMPOSITION OF THE BOARD OF DIRECTORSThe Board is composed as follows:
2.1

Executive director
Bart Van Coppenolle Management BVBA, represented by its permanent representative
Bart Van Coppenolle, Chief Executive Officer and President of Metris.

2.2

2.3

Non-executive directors
2.2.1

Bart Diels (who represents in fact GIMV NV and Adviesbeheer GIMVTechnology NV)

2.2.2

Alexis Bogaert (who represents in fact Dexia Ventures NV, currently Dexia
Bank Belgium NV)

2.2.3

Edward Barrientos (who represents in fact ARC 3 Holdings LLC)

Independent non-executive directors
2.3.1

Jean-Pierre Kruth

2.3.2

Luc Vandenbroucke

2.3.3

André Oosterlinck

2.3.4

De Wilde J Management BVBA, represented by its permanent representative
Julien De Wilde, Chairman of the Board

3.

DESCRIPTION OF THE TAKEOVER BID

3.1

Price Offered
The Takeover Bid relates to all currently outstanding Shares issued by Metris (being
12,605,723 voting shares) and Warrants issued and granted by Metris (being warrants
entitling their holders to subscribe to an aggregate number of 2,117,144 Shares). For the
avoidance of doubt, the Takeover Bid does not extend to VVPR strips.
The Price Offered for the Shares is € 5.50 per Share.
The Price Offered for the Warrants is stated in the following table.
Warrants 2004

€ 6.26 for each Warrant 2004

Warrants 2005

€ 5.88 for each Warrant 2005

Warrants 2006

€ 2.22 for each Warrant 2006

174

Warrants 2007

€ 0.86 for each Warrant 2007

Warrants 2009

€ 3.13 for each Warrant 2009

Warrants B6€ 1.81 for each Warrant B6

the five Warrants A1€ 71.45 in aggregate for all five Warrants A1

Warrants Coord 3€ 0.01 for each Warrant Coord 3

Warrant Mezzanine B2, series 2 granted € 87,029.44
to GIMV NV
Warrant Mezzanine B2, series 2 granted € 15,358.27
to Adviesbeheer GIMV ICT NV
Warrant Mezzanine B2, series 2 granted € 1,023.96
to BVC BVBA
Warrant Mezzanine B2, series 2 granted € 20,477.69
to Quest for Growth NV
Warrant Mezzanine B2, series 2 granted € 51,193.85
to Dexia Ventures NV (currently Dexia
Bank Belgium NV)
Warrant Mezzanine B2, series 2 granted € 10,238.84
to Pamica NV
Warrant Mezzanine B2, series 2 granted € 10,238.84
to Fagus NV
Warrant Mezzanine B2, series 2 granted € 9,214.89
to Cor and Rien van der Heijden
Warrants Mezzanine 20073.2

€ 0.39 for each Warrant Mezzanine 2007

Conditions of the Takeover Bid
The Takeover Bid is subject to the satisfaction of the following conditions precedent:
3.2.1

NIMD having acquired, upon completion of the Takeover Bid, at least 85% of
the Shares.

3.2.2

the non-occurrence of a Material Adverse Change in Metris, where “Material
Adverse Change” means any event occurring between the public announcementof the Takeover Bid and the last day of the initial Acceptance Period that resultsin or is likely (in such case, as confirmed by an independent expert) to result
during the period of 24 months commencing on the date of the announcement of
the Takeover Bid in (in each case whether individually or in aggregate with anyother events which are not excluded as a Material Adverse Change inaccordance with the exclusions described below) a loss (including any loss ofvalue arising on a disposal, lapse, termination or other dispossession of any
asset, interest or right (including any intellectual property right) or otherwise

175arising), or incurrence of any liability, cost or expense, by Metris and/or any its
subsidiaries which when taken as a whole, is equal to at least €8 million aftertaxes: provided, however, that none of the following shall be deemed by itself
or by themselves, either alone or in combination, to constitute a Material
Adverse Change in Metris: (i) any change in the market price or trading volumeof Metris shares; (ii) any adverse effect resulting from or arising out of theannouncement, pendency or anticipated consummation of the proposed takeoverbid; (iii) any change arising out of conditions impacting the economy orindustry of Metris in general which does not affect Metris in a materiallydisproportionate manner relative to other participants in the economy or suchindustry, respectively; or (iv) any threat, allegation or claim made against
Metris or any of its subsidiaries by any third party in the course of any litigation
which had been commenced prior to, and is outstanding as at, the date of the
public announcement of the Takeover Bid provided that: (a) such threat,
allegation or claim is refuted and defended by Metris (or its subsidiary, as thecase may be) (acting reasonably and in good faith and on the basis of the adviceof its external legal advisor as to the merits of such threat, allegation or claim);and (b) no judgment, determination, award, injunction or order for specificperformance is given by any court, arbitrator or tribunal, of competentjurisdiction (whether or not capable of appeal) in respect of such threat,
allegation or claim.
3.2.3

the Takeover Bid shall not be subject to review by any governmental authority
regulating anti-trust, competition or merger control matters in any jurisdiction
beyond the initial phase of review for the applicable jurisdiction (which for the
purposes of Germany, shall mean any review beyond the initial one monthreview period pursuant to section 40 para. 1 sentence 1 Act Against Restraintsof Competition (“Gesetz gegen Wettbewerbsbeschrankungen – GWB”)
following the submission of a complete notification to the German Federal
Cartel Office).

NIMD may waive at its discretion any of the conditions set forth above.
3.3

Support of Metris’ Board of Directors
On 3 June 2009, Nikon and Metris reached agreement in relation to certain mattersconcerning the Takeover Bid. Such agreement provides, amongst other matters andsubject to certain further terms and conditions, that:
3.3.1

Metris and Nikon will co-operate in relation to the implementation of the
Takeover Bid;

3.3.2

the Board of Directors of Metris will recommend that Securities Holders accept
the offer made to them pursuant to the Takeover Bid, save to the limited extent
that the Board of Directors of Metris are compelled by their fiduciary
obligations or applicable laws not to make such a recommendation; and176

3.3.3

Metris will not solicit or discuss any offer by any third party for any part of theissued share capital and/or warrants of, or the whole or any part of the business,undertaking or assets of, Metris.

In addition, Metris has agreed to pay a break fee for Nikon's reasonable external costs up
to Euro 1,600,000 in the event that, inter alia, the agreement between Nikon and Metris
is terminated in consequence of the material breach by Metris of its obligations
thereunder, or otherwise if the Board of Directors of Metris withdraw theirrecommendation of the Takeover Bid.
3.4

Support of Reference Shareholders
On 3 June 2009, Nikon reached agreement with the Reference Shareholders, who in total
represent 20.3% of the Shares, under which the Reference Shareholders, amongst othermatters and subject to certain further terms and conditions, agreed:
3.4.1

to accept the Takeover Bid and tender their Shares and Warrants in the
Takeover Bid;

3.4.2

not to transfer or dispose of their Shares and Warrant prior to the closing (orlapsing or withdrawal) of the Takeover Bid, other than in acceptance of theoffer to acquire Shares and Warrants made by way of the Takeover Bid; and3.4.3

not to solicit or discuss any offer by any third party for any part of the issued
share capital and/or warrants of, or the whole or any part of the business,undertaking or assets of, Metris.

Under the same agreement the Reference Shareholders additionally granted a call option
to Nikon exercisable if the Reference Shareholders fail to tender their Shares andWarrants to the Takeover Bid.
Such agreement (including the call option granted to Nikon, exercisable following the
Acceptance Period) will terminate automatically if, amongst other matters, a rival
takeover bid for Metris is declared wholly unconditional.
3.5

Re-opening of the Takeover Bid and Squeeze-Out
If, upon completion of the Takeover Bid, possibly reopened, NIMD holds at least 95% of
the Shares, and provided that NIMD acquired at least 90% of the Shares to which the
Takeover Bid is directed, then NIMD intends to proceed with a simplified squeeze-out inaccordance with Articles 42 and 43 of the Takeover Decree and Article 513 of theCompany Code, to acquire the Securities (thus including the Warrants) not yet acquiredby NIMD, under the same terms and conditions as the Takeover Bid (or the voluntary
reopening thereof).

3.6

Tendering of Warrants after the Takeover Bid
To the extent any of the presently outstanding Warrants would become transferable after
successful completion of the Takeover Bid, NIMD undertakes to purchase said Warrants
tendered to it at the Price Offered in the Takeover Bid during a six-month period
following the successful completion of the Takeover Bid.

177

4.

DISCUSSION ON THE PROSPECTUS AND ASSESSMENT OF THE TAKEOVER BID

As indicated above, the Board reviewed and agreed upon the draft prospectus inaccordance with Article 26, para. 2 of the Takeover Decree.
The Board reminds the public that it has confirmed at the time of the announcement of
the Takeover Bid that it considers the Takeover Bid to be friendly, and agreed to support
the Takeover Bid, without prejudice to its obligation to assess the Takeover Bid in a
Memorandum in Reply in accordance with the Takeover Law and the Takeover Decree.
The directors have examined the possible consequences of the Takeover Bid, as stated in
the Prospectus, taking into account the overall interests of the Company, of the
Securities' Holders, creditors and employees - including the employment opportunities,
and they have assessed the Takeover Bid as follows:
4.1

Evaluation in respect of the Shareholders' interests
The Price Offered for the Shares is € 5.50 per Share. NIMD offers the Shareholders acash-only consideration.
The Board takes note of the price justification, as stated in the Prospectus.
·

The Offered Price represents a premium of 106.8% above the closing price of the
Share as of May 26, 2009 as well as a significant premium of 42.9% over the last 12
months average Share price, 256.1% over the last 6 months average Share price,
256.6% over the last 3 months average Share price, 147.5% over the last monthaverage Share price, 121.1% over the last week average Share price;·

The Offered Price represents a premium of 118.2% above the volume weighted
average closing price of the Share over the last 12 months, as well as a 220.5% overthe volume weighted average closing price of the Share over the last 6 months,
196.6% over the volume weighted average closing price over the last 3 months,
146.5% over the volume weighted average closing price over the last month and118.8% over the volume weighted average closing price over the last week;·

The Offered Price represents a premium which is well above the average and medianobserved for Belgian takeover bids in the last 5 years, ranging between 26 and 36%;·

The Board recognises that significant changes have occurred in the overall economic
environment since its initial public offering and which have recently contributed to asignificant fall in Metris sales during the second half of the year 2008 andconsiderably altered the outlook for Metris. Furthermore the underperforming
EBITDA over 2008 forced Metris to reach an agreement, confirming a waiver forbreach of financial covenants, from its important debt providers. These factors havebeen reflected in the general decline in Metris’ share price during this period as
indicated by the chart set out in Section 2.2.2(i) of the Prospectus;·

The Offered Price compared with the IPO Share price is in line with the Bel-20
evolution over that same period;·

The Offered Price represents a premium which is well above the average target priceset by equity analysts (i.e. Jefferies (Hold), KBC Securities (Reduce), Petercam(Reduce), ING Wholesale Banking (Reduce)) prior to the announcement of the
Takeover Bid. Further to the announcement of the Takeover Bid, Petercam and KBC
Securities have advised to tender the Shares to the Takeover Bid;

178

·

The Offered Price represents a premium which is well above the median
EV/EBITDA and EV/EBIT multiples for 2009 & 2010 of the peer group (consistingof Hexagon AB, Renishaw plc, Faro Technologies and Dassault systemes) as
presented in the prospectus;·

The Offered Price also represents significant premia with regard to average andmedian trading multiples for the year 2009 & 2010 of a peer group composed of‘Electronic Equipment’ players listed on NYSE Euronext Brussels as presented in
the Prospectus;·

The Offered Price is below the book value per share as of December 31, 2008 (EUR
6.5), but it is generally accepted that the book value is less relevant for the valuationof a Takeover Bid, and, apparently at that point in time, also less relevant for theshare price (EUR 1.74). Nikon is also making reference to the level of acquisition
goodwill (EUR 77m, per December 31, 2008), that in the opinion of Metris' Board of
Directors is a fair presentation of its intangible assets at that point in time, in
accordance with IFRS;·On June 3, 2009, Nikon reached an agreement with the Reference Shareholders, whoin total represent 20.3% of the Shares, under which the Reference Shareholders,amongst other matters and subject to certain further terms and conditions, agreed totender their Shares to the Takeover Bid which implies that the Reference
Shareholders consider the Offered Price as being very attractive;·

The Board together with the Management had developed a stand-alone business plan
to react on the changing economic environment, which was primarily focused onfree cash flow generation aiming at reducing the net debt position. Although Metris
declared that the first quarter of 2009 was realized according to plan or even slightly
better, it should be noted that the creation of future shareholders’ value remains
uncertain and dependent on many factors, including the ability for Metris to cover its
funding requirements on a continuous basis. This uncertain future shareholders’value creation should be counterbalanced against the immediate certainty of theOffered Price in the Takeover Bid.

Metris has not distributed dividends since its IPO and Nikon and NIMD have confirmedin the Prospectus that they do not expect that Metris will be distributing any dividends inthe coming years, which the Board confirms.
Nikon has informed that after a successful Takeover Bid application will be made for adelisting of the Shares. This would result in the absence of liquidity for the Shares which
will result in an illiquidity discount on the value of the Shares.
On the basis of the above, the Board agrees with the basis on which the Offered Price for
the Shares has been reached, in that it has taken account of the usual evaluation
parameters and criteria. In light of the current challenging and uncertain economic andfinancial environment, the Board is of the view that the Takeover Bid offers shareholdersa very attractive price and the Board unanimously recommends that holders of Shares
accept the Takeover Bid.
4.2

Evaluation in respect of the Warrantholders' interests
The Price Offered for the Warrants is stated in chapter 3.1 above. NIMD offers the
Warrant holders a cash-only consideration.

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The Warrants are not traded on a stock exchange and, as a consequence, there is no directreference for their valuation. The Board observes that NIMD has calculated theconsideration offer of outstanding Warrants by using a generally accepted market modelfor the valuation of options and warrants (i.e. the binomial option pricing model or Cox
Rubinstein model).
This method takes into account the current share price, the exercise price of the warrant,interest rates, dividends, the exercise period of the warrant and the expected future
volatility of the underlying share. In order to offer each Warrant holder the same
premium as each Shareholder, the consideration offered for the Share of €5.50 per sharehas been used as the current share price in the valuation of the Warrants. Thus,
consequently, the offer price per Warrant adequately reflects both the intrinsic value andthe time value against the Offered Price.
As to the volatility, a key parameter in estimating the time value of a warrant, the recent
increase in volatility should be considered as exceptional and the Board agrees that it is
not taken as an indication for the future. Consequently, when valuing the Warrants anestimate of 40% future volatility is acceptable.
Despite the fact that the Warrants are not listed, no illiquidity discount has been applied.
As regards other generally accepted pricing models, the Board believes that the valuation
method for the Warrants based on the Cox Rubinstein model is in line with theBlack&Scholes model as far as European options are concerned, provided no dividends
are paid during the Warrant period. This has been the case for the Metris Shares in thepast and Nikon and NIMD have confirmed in the Prospectus that they do not expect that
Metris will be distributing any dividends in the coming years.
On the basis of the above, the Board agrees with the basis on which the Offered Price for
the Warrants has been reached, in that it has taken account of the usual evaluation
parameters and criteria and accurately reflects the Offered Price for the Shares and theBoard unanimously recommends that holders of Warrants accept the Takeover Bid.
4.3

Evaluation in respect of the creditors' interests
The Prospectus states that Nikon intends to undertake a strategic review of the businessof the Metris group following completion of the Takeover Bid. It is not possible
therefore for the directors of Metris to draw definitive conclusions as to the precise
impact of the Takeover Bid on the assets, results and activities.
The Board does however anticipate that the expected synergies arising from the strong
complementarities of the respective businesses will contribute to an improvement ofMetris’ operational results and the Board anticipates that the future support of Nikon will
significantly improve the financial strength of Metris.
Considering the above, the Board believes that, based on the information in the
Prospectus, the Takeover Bid should reinforce Metris’ ability to honour its commitments
towards its creditors in the future, in accordance with the arrangements and agreementsin this respect.

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4.4

Evaluation in respect of the employees' interests and employment opportunities
Metris has informed the Committee for the Prevention and Protection on the Workplace(“comité voor preventie en bescherming op het werk”) of Nikon’s Voluntary andConditional Takeover Bid.
The Board believes that the continued commitment of Metris’ valuable associates andemployees will be a key determining factor for a successful cooperation between Metris
and Nikon. It is of the opinion that Nikon is strongly aware of this, having a high esteem
for the expertise and technical strength of Metris’ employees. Nikon also intends tomaintain the management team as is today, with Mr Bart Van Coppenolle staying on as
CEO and Director of the Company.
Nikon stated its intention in the Prospectus to continue its substantive operations in all
the territories in which Metris has an established trading presence, moreover to seek newgeographical opportunities.
The Board further notes that Nikon does not have present plans to implement any major
restructuring other than those already initiated or implemented by Metris. Nikon further
stated its intention to undertake a strategic review of the business of Metris, with theobjective to determine the best way to realise the expected benefits of bringing Metris
within the enlarged Nikon group and to optimise its value creation potential. Nikon does
not currently anticipate that the integration of Metris into the Nikon group will result inmaterial divestiture of any of Metris’ core businesses which Nikon presently intends tocontinue to trade largely from their present places of establishment.
Nikon stated its intention to maintain substantively the working conditions andemployment policies of Metris.
Nikon also indicated its intention to increase the efforts for training and development of
the personnel.

4.5

Evaluation of NIMD’s strategic plans for Metris
The Prospectus describes Nikon’s objectives and business rationale of the Takeover Bid
as follows:·

Although both Nikon and Metris manufacture instruments that are used for the
precision measurement of objects (i.e. metrology products), Nikon believes that
there is no material overlap between their metrology product offerings. Nikon’s
products are mainly employed in the measurement, under high magnification, of
small objects (such as wafers of semiconductor material) and provides for two
dimensional inspection and analysis. In contrast, Metris’ products are usuallyattached to a robotic arm, allowing the scanning of larger-scale objects, such as
automotive components, vehicles and aircraft allowing for three dimensional
computer inspection and analysis.

·

Following successful completion of the Takeover Bid Nikon intends to continue
to operate and develop Metris’ existing business through its integration into the
Nikon group. Nikon does not currently anticipate that the integration of Metris

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into the Nikon group will result in material divestiture of any of Metris’ corebusinesses which Nikon presently intends to continue to trade largely from theirpresent places of establishment.
Accordingly, Nikon has identified the three following factors as the key objectives andbusiness rationale for the Takeover Bid:
Acquiring Strong Technological Capabilities

4.5.1

Metris has original as well as advanced technology and products in the market
for non-contact, three-dimensional measurement systems. Nikon, on the other
hand, has a long history of accomplishments in the field of optical equipment,
combined with high-precision measurement technologies through its strong
business base. By combining the technologies of both companies and pursuing
product development, the Nikon group will be able to enhance its superior
technological positions.
Acquiring a Superior Client Base

4.5.2

Metris has a superior and stable customer base consisting of many leadinginternational corporations, mainly in the automotive and aircraft industries. By
becoming a member of the Nikon group, it will be possible to substantiallystrengthen the customer base of the Nikon group.
Realization of Synergies through Integration of the Metris Product Lineup andGeographic Complementarity

4.5.3

Metris has shown high rates of growth since its founding in 1995, by drawing
on its high-level technological capabilities as a competitive strength in the fieldof large-scale measuring equipment, principally for the automotive and aircraft
industries. On the other hand, Nikon has a high market share in the highprecision measuring equipment field, focused mainly on electronic components
and certain other areas. By combining the products handled by both companies,
it will be possible to significantly strengthen the product lineup of the Nikongroup
In addition, the sales channels of Metris, mainly in the European and U.S.
markets, will be complementary with those of Nikon, principally in Japan andthe 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.
The Board believes that there is a high degree of complementarities between bothcompanies, with:·

Nikon being a leader in the nano-market (accuracies sharper than 0.001 mm),predominantly for customers in the semiconductor industry and with strong
sales channels in Japan and Asia

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·

Metris being a leader in the micro-market (accuracies between 0.001 and 0.300mm) for customers in the automotive, aerospace and general industries and withstrong sales channels in the EU and North-America·

The Board also anticipates that following the acquisition of Metris by Nikon,
Metris and KU Leuven-PMA will continue to work closely in cooperation in thefield of dimensional metrology and that the anticipated enhanced technologicalsynergies arising from the integration of Metris into the Nikon group will help
strengthen long term relationships with IMEC (in relation to semiconductororiented products) and with KU Leuven (in relation to activities in the
biological field).

Hence, the combination of both businesses offers major opportunities for cross-sellingeach others products to the respective client base and in new geographical territories aswell as the exchange of know-how.
Moreover, Nikon is a strong international technology group, with sales in excess of Euro
6.7 bn and a cash balance of Euro 614m per March 2009.
In conclusion the Board is of the opinion, based on the information contained in the
Prospectus, that the proposed Takeover Bid Price is a very attractive one for the
Securities' Holders and the Board expects that the strategy that NIMD has illustrated in
its Takeover Bid and defined in the Prospectus, is very positive for Metris, in terms of
the Company's results and in terms of its expansion.
5.

SECURITIES HELD BY THE DIRECTORS AND THE PERSONS THEY ACTUALLY
REPRESENT

5.1

The number of securities with voting rights, or granting the right to vote, held by
the members of the Board and the persons they actually represent
At the date of this Memorandum in Reply the following Shares and Warrants were heldby the members of the Board or by the persons that they actually represent:
Director or person
represented in Board
Bart Van Coppenolle
Management BVBA

Shares1,010,423

Warrants
5,471 Warrants 2004
(giving the right tosubscribe to 16,413
shares)116,970 Warrants 2009
One Warrant Mezzanine
B2, series 2 (giving theright to subscribe to 2,778
shares)183

GIMV NV / Adviesbeheer
GIMV Technology NV,
represented in fact by Bart
Diels

563,261

10,943 Warrants B6(giving the right tosubscribe to 32,829
shares)Two Warrants Mezzanine
B2, series 2 (giving theright to subscribe to277,778 shares)
508,351 Warrants
Mezzanine 2007

5.2

Dexia Ventures NV(currently Dexia Bank
Belgium NV), represented
in fact by Alexis Bogaert

0

One Warrant Mezzanine
B2, series 2 (giving theright to subscribe to138,889 shares)

ARC 3 Holdings LLC,
represented in fact by
Edward Barrientos

0

5 Warrants A1 (giving
the right in the aggregate
to subscribe to USD
500,000 (converted inEuro at the time of theexercise/€ 12

Jean-Pierre Kruth

67,1640

Luc Vandenbroucke

03,000 Warrants 2005
(giving the right tosubscribe to 9,000 shares)André Oosterlinck

00

De Wilde J Management
BVBA

0

0

Transfer of securities by members of the Board and by shareholders they actually
represent
Bart Van Coppenolle Management BVBA, GIMV NV and Adviesbeheer GIMVTechnology NV have confirmed to the Board their intention to act in accordance with theagreement of 3 June 2009 between the Reference Shareholders and Nikon, as describedin Section 2.1.2 of the Prospectus, under which they have agreed, amongst other mattersand subject to certain further terms and conditions, to accept the Takeover Bid and tendertheir Shares and Warrants in the Takeover Bid.

184

Alexis Bogaert has confirmed that Dexia Ventures NV (currently Dexia Bank BelgiumNV), which he represents in fact, intends to accept the Takeover Bid and tender its
Warrant in the Takeover Bid.
Edward Barrientos has confirmed that ARC 3 Holdings LLC, which he represents in fact,
intends to accept the Takeover Bid and tender its Warrants in the Takeover Bid.
Jean-Pierre Kruth has expressed his intention to accept the Takeover Bid and tender his
Shares in the Takeover Bid. Luc Vandenbroucke has expressed his intention to accept
the Takeover Bid and tender his Warrants in the Takeover Bid.
The other Board members do not hold any Shares and/or Warrants.
6.

APPLICATION OF APPROVAL CLAUSES AND RIGHTS OF PURCHASE

Metris's Articles of Association do not contain any approval clauses or pre-emption
rights of purchase in connection with the transfer of the Shares and the Warrants
contemplated in the Takeover Bid.
7.

VIEW OF METRIS' EMPLOYEESIn accordance with the provisions of Articles 42 et seq. of the Takeover Law, and as
Metris is not required to establish any Works Council, the Board has informed theCompany's Committee for the Prevention and Protection on the Workplace (“comité voor
preventie en bescherming op het werk”) of the announcement of the Takeover Bid and ofits conditions.
The Committee for the Prevention and Protection on the Workplace has decided tosupport the Takeover Bid.
The members of this Committee have unanimously resolved to waive their right to hear
representatives of Nikon Corporation and the Offeror in accordance with Article 45 of
the Takeover Law.
8.

MISCELLANEOUS PROVISIONS

8.1

Responsible Persons
Metris, represented by its Board of Directors, is responsible for the information
contained in this Memorandum in Reply.
The Board of Directors is composed as stated in point 2 above.
The persons responsible for the Memorandum in Reply, identified as stated above,
hereby certify that, to the best of their knowledge, the information contained in thisMemorandum in Reply presents an accurate view of the situation as of the date of thisMemorandum in Reply and does not contain any significant omission that could have theeffect of distorting this view. Neither the Company nor the Board accept any other
responsibility with regard to this Memorandum in Reply.

8.2

Approval of the Memorandum in Reply by the CBFA

185

This Memorandum in Reply was approved by the CBFA on 23 June 2009 in accordancewith article 28, § 3 of the Takeover Law.
This approval does not imply any assessment of the advisability or quality of the
Takeover Bid.
8.3

Availability of the Memorandum in Reply
This Memorandum in Reply shall be attached to the Prospectus.
This Memorandum in Reply shall also be available electronically on the following
www.nikon.com
andInternetsites:
www.fortisbanking.be/saveandinvest,
www.metris.com.
The Company's shareholders may also obtain a printout of this Memorandum in Reply
free of charge by sending a written request by ordinary mail to the Company, at thefollowing address:
Metris N.V.
Attn. Mr. Koenraad Van der Elst
Executive Vice-President Legal
Geldenaaksebaan 329
3001 Leuven (Heverlee)
Belgium
This Memorandum in Reply is available in English and Dutch. 1 The CBFA has
approved the English version of this Memorandum in Reply. The Company has
prepared a translation into Dutch of this Memorandum in Reply. The Company is
responsible for the accuracy of the translation. Only the Dutch version will be legallybinding.

1

However, please note that Exhibit 1 of the English version of this Memorandum in Reply is not the same as Exhibit
1 of the Dutch version of this Memorandum in Reply. Exhibit 1 of the English version of this Memorandum in
Reply contains the Addendum to the English version of the Annual Financial Report 2008, whereas Exhibit 1 of the
Dutch version of this Memorandum in Reply contains the Addendum to the Dutch version of the Annual Financial
Report 2008.

186

EXHIBIT 1 - Addendum to the Annual Financial Report 2008
METRIS N.V.
ADDENDUM
To the Annual Financial Report 2008

1. Declaration of Accountable Persons
The Board of Directors declares, to the best of its knowledge, that:a) The annual statements of accounts 2008, formulated consistently with appropriate
statement standards for annual accounts, faithfully represent the capital, financial status
and financial achievements of the company as well as of the entities that are part of theconsolidation.
b) The annual report 2008 provides a faithful overview of the evolution and results as well as
the financial position of the trading partnership and of the entities that are part of theconsolidation, including a description of the principal risks and uncertainties they are
confronted with.

2. Errata
In the English version of the Annual Financial Report 2008 of Metris (Chapters 8 and 9), a
number of errata have been determined. The text below comprises all corrections that were
implemented as compared to the English version of the Annual Financial Report published on
April 30.

8.7.2. Consolidated balance sheet (at 31 December 2008)
Under Non-Current Assets, a “Goodwill” line is added as follows:

ASSETS
Non-Current Assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Other receivables
Deferred income tax assets
Total non-current assets

187

Notes

€ 000

€ 000

9.6.6
9.6.7
9.6.7
9.6.109.6.4

13.82677.02831.03710.50712.823145.22112.39775.62824.4072.353
8.094
122.879

9.4 Significant accounting estimates…
Impairment of goodwill… The carrying amount of goodwill at 31 December 2008 was €77,028k. More details are given
in Note 9.6.7 ‘Intangible assets’.
…
9.6.7 Intangible Assets
Column 4 of the chart under 9.6.7 should read ‘Goodwill inclusive of costs of acquisition’ (instead of ‘Goodwill’).
9.6.9
The 3rd paragraph in the right column on page 75 of the annual financial report is completed
as follows:....
All assets are allocated to these different cash generating units. The cash flow projections are
discounted with a weighted average cost of capital that differ depending on the maturity of
the underlying products. The obtained value per cash generating unit is then compared to theassets allocated to these cash generating units. The costs of equity differ from 10.3% for the
more mature cash generating to 24.2% for the early stage cash generating units resulting in a
WACC of 11,1%. A terminal growth factor of 1 to 2.5% has been taken into consideration, again
depending on the maturity of the underlying cash generating unit.
Metris distinguishes the more mature products (CMM, Services and MCA), the strong growers(Laser Scanning, Optical CMM and X-Ray) and the ‘early stage’-products with strong potential(iGPS and Laser Radar).
......
9.6.16 Shareholders equity…
Employee stock options…
The total number of outstanding stock options granted to personnel and independent
collaborators on 31 December 2008 amounted to 514,119. On 23 June 2008, a total of 2,500
warrants were exercised resulting in a capital increase of €27,375.

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…
9.6.22 Related party disclosures
There were no transactions with related parties in 2008.
Management
In 2008, no warrants were offered...................................

11.7.3 Conflict of interests
In 2008, no situations occurred where Article 523 of the company code was deemed
applicable.

3. Information as described under Article 34 of the Belgian Royal Decree of 14 November
2007 on the obligations of issuers of financial instruments admitted to trading on aregulated market
In accordance with the provisions of Article 34 of the Belgian Royal Decree of 14 November
2007, hereafter is an enumeration and comments on the elements where their nature is suchthat they may have an impact in the event of a takeover bid:
3.1

The powers of the administrative body, in particular the possibility of issuanceor purchase of shares

Pursuant to article 6.3 of the coordinated by-laws of Metris N.V., the Board of
Directors is authorized, within the framework of the authorized capital, to increase thecompany’s capital with a maximum amount of €25 million for the following
transactions:…
d) in case of a public takeover bid on securities issued by the company, toproceed with capital increase(s) under any form, including capitalincrease(s) for which preferential subscription rights of shareholders islimited or excluded.
…
This authorization is granted for capital increases following announcements from the
CBFA (Commissie voor Bank-, Financie- en Assurantiewezen) within a period of three
years after the authorization taking effect.
The authorization was granted by the extraordinary general meeting of twenty
November two thousand and six (20 November 2006).

189

Pursuant to article 16 of the coordinated by-laws of Metris N.V., the Board of Directors… is authorized, in accordance with Article 620 of the Company Code … to … purchaseits own shares on the stock market, as long as the par value of these acquired
securities are not higher than ten percent (10%) of the subscribed capital … The
acquisition can occur against a minimum price per share that corresponds to the lastclosing price of such shares on the stock exchange preceding the day of purchase ofown shares, reduced with ten percent (10%), and against a minimum price per sharethat corresponds to the last closing price of such shares on the stock exchange
preceding the day of purchase of own shares, increased with fifteen percent (15%).
The Board of Directors is of the opinion that there are no other significant, enforceableagreements to which the issuer is a party and which take effect, alter or terminate upon achange of control of the issuer following a takeover bid.

190