Today we received a joint statement from Hoya and Pentax confirming a 'management integration' agreement. The statement spells out the purpose of the merger as well as the terms; Hoya will pay 105 billion Yen (approx. $860 million) for all outsanding Pentax shares. The deal could go ahead as soon as next Monday (June 4th). We fully expec this deal to strengthen Pentax's position iespecially considering the growing importance of the lens market.
Company Name: HOYA CORPORATION
Representative: Hiroshi Suzuki
President and CEO
(TSE Code: 7741)
Contact: Manager of Corporate Communications
Title/name: Naoji Ito
Company Name: PENTAX Corporation
Representative: Takashi Watanuki
President & CEO
(TSE Code: 7750)
Contact: IR Public Relations Manager
Title/name: Jiro Okamura
HOYA and PENTAX Enter into an Agreement on Management Integration
As described below, today, HOYA CORPORATION (“HOYA”) 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.
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 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 of PENTAX held on June 24, 2005 relating to 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 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
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 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, 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.
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 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 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, 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 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 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.
May 14, 2010
May 4, 2010
May 4, 2010
Mar 19, 2010
|Smile by Olymguy|
from Ultra Asian Indian Female Faces
|Space Shuttle Cockpit- by vbuhay|
from Aircraft Control Stick
It's three years old but still a solid option for a Micro Four Thirds shooter looking for a high-quality, fast, wide-angle prime. Take a look at how we got along with it.
Tamron has announced the longest all-in-one zoom lens currently available, the 18-400mm F3.5-6.3 Di II VC HLD. Designed for Canon and Nikon crop-sensor cameras, the lens will be available in July.
When you're ready to step-up to full-frame from an entry-level or midrange camera, the choices can be overwhelming. Find out which models came out on top in our $1200-2000 enthusiast ILC roundup.
Just a guy wearing a VR headset, smashing invisible Goombas in Central Park.
NASA's Mars Reconnaissance Orbiter captured this gorgeous aerial photo of the Martian landscape. And if you look really close, you can actually see the Mars Curiosity rover in the very middle.
The city of Laguna Beach, California has provided some clarification around the kinds of photography permits it offers.
Later this year, a VR180 camera will be Joining Yi's Halo and 360 VR cameras, which will offer stereo 3D capture, yet be as easy to use and compact as a 2D camera.
Caltech researchers have developed an 'optical phased array' chip that uses time delays instead of a lens to focus the incoming light.
Pricing and shipping have finally been revealed for two highly anticipated lenses from Sigma, announced in February.
These macro photos of clouds of paint billowing through clear water might look like high-quality CGI, but they're real photographs. And photographer Alberto Seveso told us how they were made.
Facebook is testing a feature that prevents people from saving, sharing, or even taking a screenshot of your profile picture.
We've reshot the Sony a9 in our studio. The short story: it's sharper! The long story... well you can read it all here.
The collection will be officially launched during the Europeana Transcribathon Campus Berlin 2017 crowdsourcing event which will be held on 22 and 23 June at the Berlin State Library.
Light gives us some insight into the preparations for the launch of the pre-order shipments of its much anticipated L16 multi-lens camera.
OnePlus co-founder Carl Pei has confirmed in a tweet that the second lens on the back of the OnePlus 5 uses a 1.6x optical zoom and that digital zoom is used to reach the claimed 2x zoom factor.
Fujifilm recently unveiled the second in its series of affordable cine lenses, the MK50-135mm T2.9. We got our hands on it for a couple days and took it for a spin.
Leica's first attempt at an M-series digital rangefinder was rough around the edges, but set a pattern for all of the cameras that came after it. In this week's Throwback Thursday article, Barney remembers the M8.
No stranger to extreme situations, legendary climber and filmmaker Jimmy Chin talks to Outside Magazine about his career, and the challenge of filming Alex Honnold's rope-free solo climb of El Capitain.
A company backed by Android co-founder Andy Rubin is attempting to make video conferencing less terrible.
Rangefinder magazine asked five professional portrait and wedding photographers about posting on Instagram; no surprise, they got five different answers.
This captivating stop motion film was created by stripping away one layer of wood at a time. It's hard to look away.
It will enable users to simulate the presence of the sun, moon and Milky Way and see how they interact with an area's topography.
Since its introduction in November last year Instagram's live streaming feature has been used by millions, but videos could not be archived for watching at a later stage. A new update has now added the capability.
CopyTrack's study also found that the second most-stolen image is a woman wearing painted jeans. That's apparently a thing.
Forget expensive lenses with fancy coatings and special lens elements – photographer Robin de Puy took these portraits using just a water drop for a lens.
Adobe reports a record quarterly revenue of $1.77 billion for the second quarter fiscal year 2017 ended June 2, 2017.
Zeiss says its new lens is particularly suited for portrait photography but also a good all-rounder and can be used in video applications.
We present to you the top photos from the Kennel Club's 2017 Dog Photographer of the Year photo contest – take a look at 10 of the award-winning puppers.
In case you were looking for any more inspiration to go fly one.
Following a couple of successful Kickstarter campaigns, Videre 35mm's creator has re-tooled the camera with sturdier components and a simpler user assembly process.