HOYA and PENTAX Enter into Agreement on Management Integration.Tokyo, Japan, May 31, 2007 - (JCN JCN Japan Corporate News JCN Journal of Cognitive Neuroscience JCN Journal of Cardiovascular Nursing JCN Journal of Christian Nursing JCN Job Control Number JCN Journal of Child Neurology JCN joint communications network (US DoD) Newswire) - As described below, today, HOYA CORPORATION Hoya Corporation (HOYA株式会社 Hoya Kabushiki Kaisha ("HOYA Hoya, city, Japan Hoya (hō`yä), city (1990 pop. 95,148), Tokyo Metropolis, E central Honshu, Japan, on the Shakoji River. It is a residential suburb of Tokyo and an agricultural center where raw silk is produced. ") and PENTAX Corporation ("PENTAX") have entered into an agreement to effect their management integration (the "Management Integration") by making PENTAX into a wholly-owned subsidiary of HOYA through a tender offer by HOYA to purchase all shares of PENTAX (the "Tender Offer") to be followed by a share exchange or other appropriate business reorganization transaction. As announced in the press release titled "HOYA and PENTAX Reach Basic Understanding for Management Integration" dated December 21, 2006, of HOYA and PENTAX, based on the recognition that they are "the best possible business partners", HOYA and PENTAX entered into a Basic Agreement for Merger (the "Basic Agreement") on that date. This shared common understanding has remained constant. Notwithstanding our announcement by press release (by PENTAX on April 10, 2007 and HOYA on April 23, 2007) of our decision to abandon the merger planned for October 1, 2007 under the Basic Agreement, we have continued discussions on alternatives to the merger in order to achieve management integration and have consequently entered into this agreement. Details of the Tender Offer and other related matters will be announced as soon as they become finalized See finalization. . 1. Purpose of the Management Integration HOYA and PENTAX aim to establish a solid management foundation by leveraging managerial resources of the two companies in a mutually complementary manner and to enhance corporate value by utilizing the two companies' strength in optical and precision processing technologies to develop appealing products and provide them to a broader customer base. Following the Management Integration, based on our common core technological foundation in optics, imaging and materials, HOYA and PENTAX aim to optimize optimize - optimisation their business portfolios, focusing on the life care, optics, information technology, eye care and imaging systems areas. Expected stable revenues from the information technology and eye care areas will support the life care area in achieving strategic growth. In addition, vertical integration in the optics field will lead to qualitative structural reform and further strengthen competitiveness. Each of HOYA and PENTAX will continue to use its own brand after the management integration. 2. Method of the Management Integration (1) Terms of the Tender Offer In order to implement the Management Integration, HOYA will conduct the Tender Offer to purchase shares of common stock, share subscription warrants and corporate bonds with share subscription warrants of PENTAX. HOYA and PENTAX have agreed that: (i) PENTAX shall not take any action through its rights plan without HOYA's prior written consent, (ii) PENTAX's board of directors will resolve to cancel, subject to the completion of the Tender Offer, the share subscription warrants issued based on a resolution adopted at the shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. of PENTAX held on June 24, 2005 relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc PENTAX's trust-type rights plan (the "1st Series Share Subscription Warrants") and (iii) PENTAX's board of directors will resolve that HOYA's acquisition or possession of PENTAX's shares, etc. with respect to the Tender Offer is not inconsistent with the maximization of PENTAX's corporate value, and PENTAX's board of directors today has resolved the abovementioned a·bove·men·tioned adj. Mentioned previously. n. The one or ones mentioned previously. matters. The Tender Offer will be conducted subject to the satisfaction of all conditions precedent that have been agreed to by HOYA and PENTAX, including the adoption by PENTAX's board of directors of a resolution in support of the Tender Offer. The principle terms of the Tender Offer are as follows: a. Purchase Price - Common stock of PENTAX: 770 Yen per share. - Yen-denominated convertible bonds with share subscription warrants issued based on a resolution of PENTAX's board of directors held on October 14, 2003 (the "Convertible Bonds"): 1,425,926 Yen per face value of 1 million Yen. - 1st Series Share Subscription Warrants: 1 Yen per warrant. b. Upper limit of the number of shares to be purchased - None. c. Lower limit of the number of shares to be purchased - 134,127,000 shares. (The ownership percentage of PENTAX shares which will be owned by HOYA following the purchases under the Tender Offer is 99.00% (for this purpose, excluding from the calculation the 1st Series Share Subscription Warrants).) If HOYA confirms that, at the 77th ordinary shareholders' meeting of PENTAX, the dividend amount approved thereat there·at adv. 1. At that place; there. 2. At that event; on account of that. does not exceed 7 Yen per share, HOYA will, without delay, decrease the lower limit of the number of shares to be purchased to 67,740,000 shares (the revised number of shares to be purchased). (Even if the above conditions are not fulfilled ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. , HOYA may, in its discretion, decrease the lower limit of the number of shares to be purchased.) The revised number of shares to be purchased (67,740,000 shares) is equivalent to approximately 50.00% of the number of PENTAX shares (135,481,891 shares) obtained by deducting 127,646 shares of treasury stock from the number of the outstanding PENTAX shares as of September 30, 2006 (127,697,952 shares) and adding 7,911,585 shares which represent the maximum number of PENTAX shares that may be issued or transferred to the holders of the Convertible Bonds (the outstanding principal amount of which is 4,251 million Yen) upon the exercise of the conversion rights attached thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. . d. Timing of commencement of the Tender Offer - Planned for early June 2007. (2) Method of the Management Integration following the Tender Offer If HOYA fails to acquire all shares of PENTAX's common stock by the Tender Offer, HOYA and PENTAX will effect a share exchange, in which shares of HOYA's common stock will be used as consideration, or other appropriate business reorganization transaction in order to make PENTAX a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of HOYA, taking into account taxation and accounting effects which may pose issues in connection with the business integration of the two companies, the determination of the applicability of the ongoing disclosure requirements under the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. securities laws, the terms of the existing contracts with third parties, and other factors. Regarding the share exchange ratio if PENTAX becomes a wholly owned subsidiary of HOYA through a share exchange, the terms relating to the consideration to be provided to PENTAX's shareholders will be agreed to between the two companies upon receipt of an evaluation to be requested of a third-party organization once again; in connection therewith there·with adv. 1. With that, this, or it. 2. In addition to that. 3. Archaic Immediately thereafter. Adv. 1. , the two companies will, with respect to the value of the PENTAX shares, take into account the purchase price for such shares in the Tender Offer and, with respect to the value of the HOYA shares, take into account their market price while considering various analyses in a comprehensive manner, and give due consideration so as not to impair im·pair tr.v. im·paired, im·pair·ing, im·pairs To cause to diminish, as in strength, value, or quality: an injury that impaired my hearing; a severe storm impairing communications. the interests of either companies' shareholders. Also, HOYA and PENTAX have agreed that, in the event of the completion of the Tender Offer, PENTAX will immediately thereafter redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun. the Convertible Bonds before maturity. After the completion of the Tender Offer, while considering methods for achieving full management integration, PENTAX will conduct its business as an independent legal entity and maintain its corporate name, and maintain and extend cross-divisional synergies. We plan to appoint officers from PENTAX to conduct its business, and the general manager of each division will be responsible for that division's operations (including employment) and earnings. About HOYA CORPORATION Since its establishment in 1941 as Japan's first specialty manufacturer of optical glass, HOYA (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). : 7741) has diversified diversified (di·verˑ·s into new business areas harnessing the potential of advanced optics technologies. The company has continued to grow as a global enterprise through the expansion of its business activities building on two distinct foundations. In the field of Information Technology, HOYA offers indispensible products used in the manufacture of such items as semiconductors, LCD panels Also called a "projection panel," it is a data projector that accepts computer output and displays it on a see-through liquid crystal screen that is placed on top of an overhead projector. See data projector. , digital cameras and HDDs. In the field of Eye Care, HOYA handles eyeglass eye·glass n. 1. eyeglasses Glasses for the eyes. 2. A single lens in a pair of glasses; a monocle. 3. See eyepiece. 4. See eyecup. lenses and contact lenses contact lenses contact npl → verres mpl de contact contact lenses contact npl → Kontaktlinsen pl contact lenses npl , everyday products that everyone is familiar with. For more information, please visit www.hoya.co.jp. About PENTAX Corporation PENTAX Corporation (TSE: 7750) is an innovative leader in the production of digital cameras, lenses, sport optics, mobility products, laser printers, scanners, Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the cameras and medical imaging devices. For more than 80 years, PENTAX's industry-leading technologies and products, backed by the company's unrivaled passion for creativity, have helped to preserve precious moments in life. For more information, please visit http://www.pentax.com. Source: HOYA CORPORATIONPENTAX Corporation Contact: HOYA CORPORATION Mr. Naoji Ito Manager of Corporate Communications Telephone: +81-3-3952-1160 PENTAX Corporation Mr. Jiro Okamura IR & Public Relations Manager Telephone: +81-3-3960-2698 Japan Corporate News Network. All rights reserved. |
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