Thomson Buys 1/3 Stake in Canopus
December 09, 2005
Paris/Tokyo - Thomson announced that it has signed an agreement to acquire 33 1/3% of the issued and outstanding shares of Canopus Co., Ltd, the Japan-based high-definition desktop video editing software, through a private transaction with Chairman and CEO, Hiroshi Yamada, and members of his immediate family. Thomson also disclosed today that it will launch a public tender offer for the remaining Canopus shares on Tuesday, December 6, 2005.
According to Thomson, this transaction completes the company's external initiatives for its Grass Valley Broadcast & Networks business. Grass Valley is a key element of Thomson's Two Year Plan, as one of four primary revenue growth boosters. The acquisition fits with Thomson's objectives to broaden its media and entertainment client base — and to support that, accelerated delivery of technologies ranging from desktop video editing, video over IP, and digital media conversion, among others. Accordingly, Thomson has now completed the external growth actions of its key primary boosters required for the Two Year Plan.
Acquisition Strengthens Grass Valley Position
In addition to offering leading PC-based, multi-format digital and HD video editing systems, Canopus is a supplier of high-performance video encoding/decoding technology. Canopus also provides digital media conversion technologies, including a range of specialized devices that bridge the video/audio and PC worlds, allowing content to be moved between these different environments. Finally, Canopus also produces a multi-channel, multi-location video delivery solution that uses standard IP networks and display devices in enterprise-type applications such as digital signage for advertising and VOD applications for in-house video systems.
According to Thomson, the Canopus product offering strengthens Grass Valley's position in several markets. Thomson and Canopus agree on the substantial opportunities which exist in professional video (Pro Video or non-broadcast video production applications), and professional A/V (ProAV or applications such as university or corporate media centers and distance learning).
"Canopus brings important products and technologies that allow us to address multiple facets of our growth strategy and accelerate key elements of our R&D roadmap," said Marc Valentin, president of the Grass Valley business within Thomson. "Truly, we are acquiring a star with Canopus."
"This combination will be positive for Canopus, for Grass Valley and Thomson, and for our mutual customers," said Mr. Yamada. "Our sales organizations are very complementary. We look forward to strengthening Thomson's presence in Japan and Asia, and to the Grass Valley sales organization creating even broader access to Canopus solutions by customers globally."
According to the press release, Yamada will continue to play a leadership role in managing the Canopus business and in seizing the opportunities offered to the combined business by the professional AV and video editing markets. The report added that it is anticipated that the current Canopus management team will continue to lead the day-to-day business with the support and guidance of Grass Valley senior management.
Under terms of the private transaction, Thomson is acquiring 33 1/3% of the issued and outstanding shares of Canopus from Mr. Yamada and his family. The purchase consideration will be settled 50% in cash and 50% in (821,917) Thomson S.A. shares. Mr. Yamada, the single largest shareholder of Canopus, together with his family holds a total of approximately 40% of the shares of Canopus.
The planned public tender offer is expected to last for a period of at least 42 days, and is anticipated to close January 16, 2006. Thomson says they will purchase all shares tendered to it, conditional upon receiving enough tenders to bring its shareholding in Canopus to a minimum of 77.87%. The company said that it is Thomson's ultimate intention to acquire 100% of the issued shares of Canopus and to fully integrate the company with its Grass Valley business, as well as to delist Canopus from the Tokyo Stock Exchange (assuming successful completion of the acquisition).
Canopus issued the following press release:
It’s all about synergy.
Yesterday it was announced that Thomson is buying a 33 1/3% stake in Canopus and intends to launch public tender offer to acquire remaining shares. We see this as a good blending of technologies that will benefit the customers as well as the company. The Canopus product offering strengthens Grass Valley's position in several markets - broadcast, professional video production and professional AV, and the Canopus team gets a wealth of resources to continue its engineering and sales efforts that will expand the market for Canopus-engineered technologies.
Hiro Yamada will continue to play a leadership role in managing the Canopus business and in seizing the opportunities offered to the combined business by the professional AV and video editing markets. The current Canopus management team will continue to lead the day-to-day business with the support and guidance of Grass Valley senior management.
The synergy is evident in the statements made by Marc Valentin, president of the Grass Valley business within Thomson and Hiro Yamada, founder and CEO of Canopus today:
"Canopus brings important products and technologies that allow us to address multiple facets of our growth strategy and accelerate key elements of our R&D roadmap," said Marc Valentin, president of the Grass Valley business within Thomson. "Truly, we are acquiring a star with Canopus."
"This combination will be positive for Canopus, for Grass Valley and Thomson, and for our mutual customers," said Mr. Yamada. "Our sales organizations are very complementary. We look forward to strengthening Thomson's presence in Japan and Asia, and to the Grass Valley sales organization creating even broader access to Canopus solutions by customers globally."
FAQ:
What does this mean for current Canopus customers?
Of course, no changes will be made until the deal is finalized. Once the deal is complete, customers will see an influx of improvements in sales, marketing, support and engineering. We believe this will result in increased customer satisfaction as well as a better foundation for all Canopus products in terms of stability, features and interoperability.
Will you continue to develop EDIUS Pro?
Yes, EDIUS Pro will continue to be developed.
Will you continue to develop ProCoder as well?
ProCoder will continue as a current product as it has been.
Where will Canopus users go for sales and customer support?
The sales and support channels for Canopus products will remain the same.
To read the Thomson press release go to:
Thomson-Grass Valley Press Release
To read the Canopus press release go to:
Canopus Press Release
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