Printer Friendly
The Free Library
14,587,936 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

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 nplverres mpl de contact

contact lenses contact nplKontaktlinsen 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. All rights reserved.
COPYRIGHT 2007 Japan Corporate News Network K.K.
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:JCN Newswires
Date:Jun 15, 2007
Words:1004
Previous Article:NEC and NEC Electronics Develop Breakthrough Method to Evaluate Robustness of Circuit Design by Considering Intrinsic Fluctuation of Deep Sub-micron...
Next Article:Pentax Announcement on Conditional Acquisition of First Series Stock Acquisition Rights (Trust-type Rights Plan), Etc.
Topics:



Related Articles
Hoya Announces Postponement of Commencement of Tender Offer.
Extending the enterprise: linking supply with demand.(SUPPLY CHAIN MANAGEMENT)(Company overview)
Partnership Intermediaries and DoD technology transfer.(TECHNOLOGY TRANSFER)(Company overview)
Developing a capable, agile civilian workforce: human capital strategic planning and management in action.(HUMAN CAPITAL MANAGEMENT)
Proactively managing risk: the new "waste".(RISK MANAGEMENT)
DAU's performance support: enhancing acquisition outcomes.(Spotlight on DAU Learning Resources)
New graduate degree courses designed for AT&L workforce.(Spotlight on DAU Learning Resources)
Online payment agreements.(FROM THE IRS)
Canyon's $290m JV to buy DC hotel.(NATIONAL ROUND-UP)
Pentax Announcement on Conditional Acquisition of First Series Stock Acquisition Rights (Trust-type Rights Plan), Etc.

Terms of use | Copyright © 2009 Farlex, Inc. | Feedback | For webmasters | Submit articles