Hoya Corporation Notice Regarding Results of Tender Offer for Shares of Pentax Corporation and Change of Subsidiary.Tokyo Tokyo (tō`kēō), city (1990 pop. 8,163,573), capital of Japan and of Tokyo prefecture, E central Honshu, at the head of Tokyo Bay. , Japan, Aug 7, 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) - On July July: see month. 3, 2007, HOYA Corporation Hoya Corporation (HOYA株式会社 Hoya Kabushiki Kaisha (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). : 7741; the "Company" or the "Tender Offeror") commenced, in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with a decision of the representative executive officer dated July 2, 2007, the tender offer (the "Tender Offer") for (1) the common stock of PENTAX Pentax Corporation (ペンタックス株式会社 Corporation (TSE: 7750, the First Section of the Tokyo Stock Exchange Tokyo Stock Exchange Main stock market of Japan, located in Tokyo. It opened in 1878 to provide a market for the trading of government bonds newly issued to former samurai. ; the "Target"), (2) the yen-denominated Convertible Bonds with Share Subscription Warrants (shinkabu yoyaku ken) issued in accordance with a resolution of the Target's board of directors' meeting held on October October: see month. 14, 2003 (the "PENTAX Bonds with Share Subscription Warrants"), and (3) PENTAX First Series Share Subscription Warrants (shinkabu yoyaku ken) (the "PENTAX Share Subscription Warrants") which were issued in accordance with a resolution of the Target's board of directors' meeting held on May 23, 2005 and an approval of the Target's annual general meeting of shareholders held on June June: see month. 24, 2005. The Tender Offer was completed on August 6, 2007. The Company announces the results of the Tender Offer as described below. I. Results of the Tender Offer 1. Outline of the Tender Offer (1) Name of the Target: PENTAX Corporation (2) Number of Shares, etc. Subject to the Tender Offer: Number of Shares Planned to be Purchased Converted Number of Shares: 67,740,000 shares Planned Excess Number Converted into Number of Shares: -- shares Total Number of Shares Planned to be Purchased and Planned Excess Number Converted into Number of Shares: -- shares (Note 1) The "Number of Shares Planned to be Purchased Converted into Number of Shares" (the "Number of Shares Planned to be Purchased") (67,740,000 shares) represents approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 50.00% of the figure (135,471,373 shares) obtained by deducting the treasury shares held by the Target (138,164 shares) from the Target's total outstanding shares as of March 31, 2007 (127,925,007 shares), and adding the maximum number of the Target's common stock (7,684,530 shares) which might be issued or transferred upon exercise of the share subscription warrants attached to the PENTAX Bonds with Share Subscription Warrants of 4,136 million yen. If the total number of shares tendered in the Tender Offer (the "Tendered Shares, etc.") is less than the Number of Shares Planned to be Purchased (67,740,000 shares), none of the Tendered Shares, etc. will be purchased. If the total number of Tendered Shares, etc. equals or exceeds the Number of Shares Planned to be Purchased (67,740,000 shares), all of the Tendered Shares, etc. will be purchased. In order to calculate the total number of the Tendered Shares, etc. as of the end of the Tender Offer period, the PENTAX Bonds with Share Subscription Warrants are converted into shares at the conversion price effective as of the end of the Tender Offer period pursuant to the terms and conditions of issuance thereof. (Note 2) There is a possibility that any share subscription warrants attached to the PENTAX Bonds with Share Subscription Warrants could be exercised by the end of the Tender Offer period. Shares of the Target's common stock issued or transferred upon the exercise of such right are also subject to the Tender Offer. (Note 3) Shares constituting less than one unit are also subject to the Tender Offer. However, a submission Submission Elliott, Anne reluctantly gives up her fiancé on her family’s advice. [Br. Lit.: Jane Austen Persuasion in Magill I, 734] of share certificates is necessary at the time of tendering the shares (if share certificates are deposited to Japan Securities Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. Center, Inc., it is not required to submit share certificates). (Note 4) The Tender Offeror will not purchase any of the treasury shares held by the Target through the Tender Offer. (3) Period of the Tender Offer: From Tuesday Tuesday: see week. , July 3, 2007 to Monday Monday: see week. , August 6, 2007 (24 business days) (4) Tender Offer Price:
Common Stock: 770 yen per Share of Common Stock
Bonds with Share
Subscription Warrants: 1,433,056 yen per PENTAX Bond with
Share Subscription Warrants
(face value of 1,000,000 yen of
each bond)
Share Subscription Warrants: 1 yen per PENTAX Share Subscription
Warrant
2. Results of the Tender Offer (1) Status of the Tender Offer: The Company will purchase all of the shares, etc. tendered under the Tender Offer.
Type of Shares, etc. Number of Shares Number of Shares
Tendered Converted Purchased Converted
into Number of Shares into Number of Shares
Shares 118,064,117 shares 118,064,117 shares
Share Subscription
Warrants - shares - shares
Bonds with Share
Subscription Warrants 4,639,750 shares 4,639,750 shares
Depositary Receipts of
Shares, etc. - shares - shares
Total 122,703,867 shares 122,703,867 shares
(Note) The 2,493 tendered PENTAX Bonds with Share Subscription Warrants are converted into shares at the conversion price effective as of August 6, 2007 pursuant to the terms and conditions of issuance thereof. (2) Percentage of Ownership of Shares after the Tender Offer: Number of Voting Rights (Percentage of Ownership Represented by Shares, etc. of Shares, etc. before Owned by the Tender Offeror the Tender Offer: 0.00%) before the Tender Offer. 1 Number of Voting Rights (Percentage of Ownership Represented by Shares, etc. of Shares, etc. after Owned by the Tender Offeror the Tender Offer: 90.58%) after the Tender Offer 122,704 Number of Voting Rights (Percentage of Ownership Represented by Shares, etc. of Shares, etc. before Owned by Parties having Special the Tender Offer: 0.00%) Relationships with the Tender Offeror before the Tender Offer -- Number of Voting Rights (Percentage of Ownership Represented by Shares, etc. of Shares, etc. after Owned by Parties having Special the Tender Offer: 0.00%) Relationships with the Tender Offeror after the Tender Offer 127,368 Total Number of Voting Rights of All Shareholders of the Target 127,368 (Note 1) Of the "Number of Voting Rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. Represented by Shares, etc. Owned by the Tender Offeror after the Tender Offer," the tendered PENTAX Bonds with Share Subscription Warrants are converted into shares at the conversion price effective as of August 6, 2007 pursuant to the terms and conditions of issuance thereof to calculate the number of voting rights. (Note 2) "Total Number of Voting Rights of All Shareholders of the Target" is based on the total number of voting rights of all shareholders as of March 31, 2007, as stated in the Securities Report for the fiscal year ended March 2007 (77th Period) filed on June 28, 2007. However, for the purposes of calculation of the "Percentage of Ownership of Shares, etc., after the Tender Offer," the "Total Number of Voting Rights of All Shareholders of the Target" is the number of voting rights (135,470), which is obtained by adding (a) 418 voting rights represented by 418,843 shares of less than one unit as stated in the Securities Report excluding the treasury shares less than one unit held by the Target and (b) 7,684 voting rights represented by the maximum number of the Target's common stock (7,684,530 shares) which might be issued or transferred upon exercise of the share subscription warrants attached to the PENTAX Bonds with Share Subscription Warrants of 4,136 million yen. As a result of successful completion of the Tender Offer, 200,000,000 units of PENTAX Share Subscription Warrants were entirely acquired without compensation and canceled by the Target on August 7, 2007 in accordance with a resolution of the board of directors of the Target held on June 15, 2007. Therefore, the number of voting rights represented by common shares to be issued or transferred upon exercise of 200,000,000 units of PENTAX Share Subscription Warrants is not added to the calculation shown above. (Note 3) "Percentage of Ownership of Shares, etc. before the Tender Offer" and "Percentage of Ownership of Shares, etc. after the Tender Offer" are rounded to two decimal points (character) decimal point - "." ASCII character 46. Common names are: point; dot; ITU-T, USA: period; ITU-T: decimal point. Rare: radix point; UK: full stop; INTERCAL: spot. . (3) Calculation of the Tender Offer by the Proportional proportional values expressed as a proportion of the total number of values in a series. proportional dwarf the patient is a miniature without disproportionate reductions or enlargements of body parts. Allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as Method: Not applicable. (4) Funds Required for the Tender Offer: 94,482 million yen (5) Settlement Procedure: (i) Name and Location of Head Office of Securities Company, Bank, etc. to Settle the Tender Offer: Mitsubishi Mitsubishi: see zaibatsu. UFJ UFJ United Financial of Japan (bank) UFJ Upper Flex Joint Securities Co., Ltd., 2-4-1, Marunouchi Marunouchi (丸の内) is a commercial district of Tokyo located in Chiyoda between Tokyo Station and the Imperial Palace. The name, meaning "inside the circle", derives from its location within the palace's outer moat. , Chiyoda-ku, Tokyo (ii) Commencement Date of Settlement: Tuesday, August 14, 2007 (iii) Settlement Procedure: A written notice regarding purchase, etc. under the Tender Offer will be mailed to the address of each Tendering Shareholder, etc. (or the standing proxy See proxy server. (networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software. in the case of a foreign shareholder, etc.) without delay after the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the Tender Offer period. Purchases shall be settled in cash. The Tender Offer Agent will remit To transmit or send. To relinquish or surrender, such as in the case of a fine, punishment, or sentence. An individual, for example, might remit money to pay bills. TO REMIT. To annul a fine or forfeiture. 2. to the place designated by each tendering shareholder, etc. the sales price with regard to the shares purchased in accordance with the instructions given by the tendering shareholders, etc. (or the standing proxy in the case of a foreign shareholder, etc.) without delay on or after the commencement date of settlement. 3. Anticipated Effect on Business Results by the Tender Offer We are reviewing the effects of the Tender Offer on the consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: and non-consolidated business results of the Company and will promptly prompt adj. prompt·er, prompt·est 1. Being on time; punctual. 2. Carried out or performed without delay: a prompt reply. tr.v. announce such effects after they have been finally determined. For information purposes, on July 20, 2007, the Tender Offeror announced its consolidated business forecast for the semi-annual period ending March 2008, not reflecting the results of the Target. Forecast for the semi-annual period ending March 2008 (yen mil) Net sales 198,800 3.7% Operating income 49,000 -11.5% Ordinary income 51,500 1.3% Net income for the semi-annual period 37,400 -15.8% Net income for the semi-annual period per share 86.64 yen (Reference) Forecast announced by HOYA Corporation on July 20, 2007 (% means the change from the semi-annual period of the previous year) On July 27, 2008, PENTAX Corporation announced its consolidated business forecast for the semi-annual period ending March 2008 and for the annual period ending March 2008, not reflecting the results of the Tender Offeror. Forecast for the semi-annual period ending March 2008 (yen mil) Net sales 81,800 9.6% Operating income 1,900 22.2% Ordinary income 2,100 99.1% Net income for the semi-annual period 1,400 28.6% Net income for the semi-annual period per share 10.64 yen Forecast for the annual period ending March 2008 (yen mil) Net sales 170,000 8.0% Operating income 7,000 23.8% Ordinary income 5,700 12.5% Net income for the semi-annual period 3,800 6.4% Net income for the semi-annual period per share 28.87 yen (Reference) Forecast announced by the Target on July 27, 2007 (% means the change from the end of fiscal year or semi-annual period of the previous year) 4. Policy after the Tender Offer The Tender Offeror aims to establish a solid management foundation by leveraging managerial resources of the two companies in a mutually complementary manner. Furthermore, the Tender Offeror believes that it is necessary to fully integrate the management of both companies by causing the Target to be 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. in order to create synergies and accelerate business growth for the future. Since the Tender Offeror failed to acquire all shares of the Target's common stock by the Tender Offer, considering any effect on taxes or accounting to be considered in connection with the integration between the Tender Offeror and the Target, 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 Act, and existing agreements with third parties, the Tender Offeror contemplates to cause the Target to be its wholly owned subsidiary by a share exchange or other appropriate business reorganization The process of carrying out, through agreements and legal proceedings, a business plan for winding up the affairs of, or foreclosing a mortgage upon, the property of a corporation that has become insolvent. transaction in order to fully integrate the management of the Tender Offeror and the Target. In executing such transaction, both companies will, upon agreement between them, determine the terms of consideration to be delivered to the Target's shareholders, with reference to the Purchase Price for the Target's shares and to the market price for the Tender Offeror's shares, comprehensively considering various analysis with due consideration not to undermine undermine, v to separate surgically the skin or mucosa from its underlying stroma so that it can be stretched or moved to cover a defect or wound. the interests of both companies' shareholders and requesting again a third party financial institution to value the Target's shares. As a result of the Tender Offer, there is a possibility that the Target's shares will be delisted in accordance with the prescribed pre·scribe v. pre·scribed, pre·scrib·ing, pre·scribes v.tr. 1. To set down as a rule or guide; enjoin. See Synonyms at dictate. 2. To order the use of (a medicine or other treatment). procedures pursuant to the standards for delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. of shares established by the Tokyo Stock Exchange, Inc. In addition, in accordance with the aforementioned a·fore·men·tioned adj. Mentioned previously. n. The one or ones mentioned previously. aforementioned Adjective mentioned before Adj. 1. points, in cases where the Tender Offeror makes the Target its wholly owned subsidiary after the Tender Offer, the Target's shares will be delisted pursuant to the standards for delisting of shares. After the Tender Offer, while considering methods for achieving full management integration, the Target will conduct its business as an independent legal entity and maintain its corporate name and PENTAX brand, and maintain and extend cross-divisional synergies. We plan to appoint To designate, select, or assign authority to a position or an office. Although sometimes used interchangeably, elect and appoint do not have the same meaning. Election refers to the selection of a public officer by the qualified voters of the community, and appointment officers from the Target to conduct its business, and the general manager of each division will be responsible for that division's operations (including employment) and earnings. II. Change of Subsidiary As a result of the Tender Offer, the Target will become a consolidated subsidiary of the Company as of August 14, 2007. 1. Outline of the Subsidiary
1) Trade Name: PENTAX Corporation
2) Representative: Nobuaki Tanishima, President & CEO
3) Location of Head Office: 2-36-9, Maenocho, Itabashi-ku, Tokyo
4) Date of Incorporation: December 17, 1938
5) Principal Business: Manufacturing and sales of life care,
imaging systems, and optical component
products
6) Account Settlement Date: March 31
7) Number of Employees: 1,338 (as of March 31, 2007)
8) Principal Offices: Mashiko Factory and Incubation Center
9) Amount of Stated Capital: 7,571 million yen (as of March 31, 2007)
10) Total Number of
Outstanding Shares: 127,925,007 shares (as of March 31, 2007)
11) Major Shareholders and Percentage of Ownership
(as of March 31, 2007):
HSBC Fund Services Sparx Asset Management
Corporated (Custody: Tokyo Branch of the
Hongkong and Shanghai Banking Co., Ltd.) 11.41%
Japan Trustee Services Bank, Ltd. 8.78%
The Master Trust Bank of Japan, Ltd. 6.57%
Mizuho Corporate Bank, Ltd. 4.76%
Trust & Custody Service Bank, Ltd as trustee for
MIZUHO BANK, LIMITED Retirement Benefit Trust Account
re-entrusted by Mizuho Trust and Banking Co., Ltd. 3.89%
Goldman Sachs International 3.72%
Resona Bank, Limited 2.41%
Asahi Mutual Life Insurance Company 2.41%
The Ashikaga Bank, Ltd. 2.18%
Nippon Life Insurance Company 2.15%
2. Change in Business Results for the Recent Business Years (Consolidated)(Millions of yen) Fiscal Year Ended March 2006 March 2007 Net sales 142,211 157,344 Gross profit 49,618 53,426 Operating income 2,985 5,653 Ordinary income 3,260 5,067 Net income 805 3,570 Total assets 126,969 147,203 Net assets 39,013 43,135 (Non-consolidated)(Millions of yen unless otherwise noted) Fiscal Year Ended March 2006 March 2007 Net sales 108,312 117,127 Gross profit 23,539 25,011 Operating income 2,001 3,343 Ordinary income 3,976 3,231 Net income 830 1,175 Total assets 112,184 124,000 Net assets 40,855 41,288 Dividends per share (yen) 6.0 7.0 3. Scheduled Date of Change of Subsidiary: Tuesday, August 14, 2007 Please download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. the full "Notice Regarding the Results of the Tender Offer for the Shares of PENTAX Corporation and Change of Subsidiary", http://www.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. .co.jp/data/current/newsobj-442-pdf.pdf For more information, please visit the Hoya IR website, http://www.hoya.co.jp/HOYA_DYNAMIC/index.cfm?fuseaction=news.index_e About Hoya Corporation Since its establishment in 1941 as Japan's first specialty A contract under seal. A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt. manufacturer of optical glass, Hoya (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 endoscopes, digital cameras, lenses, lens units for digital cameras, optical lenses for use in DVD DVD: see digital versatile disc. DVD in full digital video disc or digital versatile disc Type of optical disc. The DVD represents the second generation of compact-disc (CD) technology. . 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 Corporation Contact: Hoya Corporation Mr. Naoji Ito Manager of Corporate Communications Telephone: +81-3-3952-1160 Japan Corporate News Network. All rights reserved. |
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