Hoya and Pentax Announce Amendment to Agreement on Management Integration.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, June June: see month. 15, 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) - Hoya Corporation Hoya Corporation (HOYA株式会社 Hoya Kabushiki Kaisha and Pentax Pentax Corporation (ペンタックス株式会社 Corporation, which entered into an agreement (the "Agreement") as of May 31, 2007 to effect their management integration, hereby announce today that they have agreed to modify the timing of the commencement of the tender offer, the minimum number of shares planned to be purchased and the purchase price of common stock, as well as other terms set forth in the Agreement. The modifications mentioned above do not modify in any way the agreement for 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. to acquire the common stock of Pentax for 770 Yen per share provided that the dividend amount approved at the 77th ordinary 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 does not exceed 7 Yen, as proposed by Pentax. Since the 77th ordinary shareholders' meeting of Pentax is to be held immediately prior to the commencement of the tender offer by Hoya pursuant to the Agreement, there is a possibility that a motion will be submitted and passed at this meeting that will increase the dividend to an amount that exceeds 7 Yen per share as proposed by Pentax. The purchase price of 770 Yen was calculated on the assumption that the dividend amount approved at the 77th ordinary shareholders' meeting of Pentax would be 7 Yen per share, as proposed by Pentax. Since the calculation basis will change if any resolution is passed that increases this dividend amount, the parties have agreed in such a case to adjust the purchase price as set forth in point 3 below. 1. Timing of commencement of the Tender Offer (Before modification) Planned for early June 2007. (After modification) Planned to commence on or around three business days after the day on which PENTAX files its securities report for the 77th period with the Director-General director-general Noun pl directors-general a person in overall charge of certain large organizations of the Kanto Local Finance Bureau. 2. Minimum number of shares planned to be purchased (Before modification) 134,127,000 shares. If Hoya confirms that the dividend amount approved at the77th ordinary shareholder's meeting of Pentax does not exceed 7 Yen per share, Hoya will, without delay, decrease the minimum number of shares planned to be purchased to 67,740,000 shares (the revised number of shares planned to be purchased). (After modification) 67,740,000 shares. 67,740,000 shares represent approximately 50.00% of the figure (135,471,373 shares) obtained by deducting the treasury shares held by Pentax (138,164 shares) from Pentax's total outstanding shares as of March 31, 2007 (127,925,007 shares), and adding the maximum number of Pentax'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. 3. Purchase Price (Before modification) Common stock: 770 Yen per share. Pentax bonds with share subscription warrants: 1,425,926 Yen for each bond (face value of each bond: 1,000,000 Yen). Pentax First Series Share Subscription Warrants: 1 Yen per warrant. (After modification) (a) Common stock: 770 Yen per share. However, if the dividend amount approved at the 77th ordinary shareholders' meeting of Pentax exceeds 7 Yen per share, the purchase price will be calculated by deducting the amount equal to the dividend amount in excess of 7 Yen per share from 770 Yen (in the event the result is not a whole number, the purchase price will be rounded to the nearest Yen). For example; the purchase price of common stock = 770 Yen - {(the surplus dividends per share Dividends per share Dividend paid for the past 12 months divided by the number of common shares outstanding, as reported by a company. The number of shares often is determined by a weighted average of shares outstanding over the reporting term. approved at Pentax's annual general meeting of shareholders for the 77th period) - 7 Yen} (in the event the result is not a whole number, the purchase price will be rounded to the nearest Yen). (b) Pentax bonds with share subscription warrants: 1,433,056 Yen for each bond (face value of each bond: 1,000,000 Yen) However, if the dividend amount approved at the 77th ordinary shareholders' meeting of Pentax exceeds 7 Yen per share, the purchase price for such bonds will be determined by dividing the issue price of each bond (100.5 percent of 1,000,000 Yen, which is the face value of each bond) by 540 Yen (the convertible price) and multiplying mul·ti·ply 1 v. mul·ti·plied, mul·ti·ply·ing, mul·ti·plies v.tr. 1. To increase the amount, number, or degree of. 2. Mathematics To perform multiplication on. by the purchase price of common stock (in the event that the result is not a whole number,, the purchase price will be rounded to the nearest Yen). For example; the purchase price of each of the Pentax bonds with share subscription warrants = (the issue price of each bond (1,005,000 Yen) / the convertible price (540 Yen))* the purchase price of common stock (in the event that the result is not a whole number, the purchase price will be rounded to the nearest Yen). (c) Pentax First Series Share Subscription Warrants: 1 Yen per warrant. 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 Corporation Contact: Hoya Corporation Manager of Corporate Communications Mr. Naoji Ito Telephone: 03-3952-1160 Pentax Corporation IR Public Relations Manager Mr. Jiro Okamura Telephone: 03-3960-2698 Japan Corporate News Network. 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