Latest sample galleries
Latest in-depth reviews
The Everyday Sling might just be the perfect pack for not carrying too much gear, combining comfort with Peak Design's signature modern style.
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
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
When the Fujifilm X-T2 arrived, it was more than just a modest upgrade to the already impressive X-T1. While the new X-T3 hasn't changed the overall design of the camera, this model is way more than an upgrade; rather, it's a quantum leap.
The Movie Maker is a compact, motorized slider designed for phones, action cams and small mirrorless cameras. We think it's a fun little kit and a good value proposition for the cost, provided you can work around a few of its weak points.
Nikon's Z7 is the first camera to use the all-new Z-mount, the company's first new full-frame mount since 1959. We've put together our first impressions based on quality shooting time with a pre-production camera - check out what we've found.
What's the best camera for a parent? The best cameras for shooting kids and family must have fast autofocus, good low-light image quality and great video. In this buying guide we've rounded-up several great cameras for parents, and recommended the best.
What's the best camera for shooting landscapes? High resolution, weather-sealed bodies and wide dynamic range are all important. In this buying guide we've rounded-up several great cameras for shooting landscapes, and recommended the best.
What’s the best camera costing over $2000? The best high-end camera costing more than $2000 should have plenty of resolution, exceptional build quality, good 4K video capture and top-notch autofocus for advanced and professional users. In this buying guide we’ve rounded up all the current interchangeable lens cameras costing over $2000 and recommended the best.
|The Lone Photographer by ed rader|
from My Best Photo of the Week
|_ERN9064 by ernesto juarez|
from Shoot yourself ! (with your camera)
|Neighbourhood Watch by Stevie Boy Blue|
from Zoo trip ~ Cute...
There's no mistaking the Nikon Coolpix P1000 – with a 24-3000mm equivalent zoom, it really is in a class of its own. It's a conspicuous-looking superzoom with one main job: getting you really close to far away subjects. We've put together a gallery showing the kind of results you can expect from it.
A new report from The Verge claims Instagram is currently testing a feature that allows users to re-share posts to their own account feeds.
GoPro has announced its HERO7 camera lineup. The updated action cameras feature new HyperSmooth and TimeWarp modes, as well as improved video and photo specs.
The latest Samsung midrange smartphone offers a super-wide-angle lens in its triple-camera setup.
The Sony 24mm F1.4 is the latest lens to join the company's premium G Master lineup. We've been shooting with one for a couple of days - here's what you need to know.
Apple released iOS 12 a few days ago and some iPhone X users are less than happy with how the new operating system has made their phones look.
Camera bag manufacturer Lowepro has introduced mark II backpacks for its ProTactic AW range with models that are said to feature an improved handling experience as well as a collection of accessories that can be attached to the outside.
Canon has announced its latest superzoom camera, the PowerShot SX70 HS. Compared to the SX60 that came before it, the SX70 has the same lens but offers a higher resolution EVF, 4K video capture and support for Canon's new CR3 Raw format.
Cosina has announced its eighth lens designed specifically for Sony's E-mount system. The Voigtlander 21mm F3.5 lens is due out October 2018.
Sony has taken the wraps off of its new 24mm F1.4 GM full-frame lens, which the company claims is the lightest in its class. Despite its fast aperture, the 24mm F1.4 is remarkably light, weighing just 445 grams (15.7 ounces). The lens will set you back $1400 when it ships next month.
In this episode of DPReview TV we take a look at Sony's brand new 24mm F1.4 GM lens, a desirable focal length for many photographers. How does it perform? Chris and Jordan give us their first impressions.
We've had a little time to shoot with Sony's new wide/fast prime, both close to home and on the water in San Francisco. Check out our initial sample images.
Fujifilm released a firmware upgrade for its X-T3 mirrorless camera that addresses issues with distortion compensation and the mechanical lock on SD cards.
The app's algorithms have been trained using using 200 million cropping data points from real photographers.
Thanks to a software update, the Loupedeck+ editing console can now be used for video editing.
British photographic engineer MTF Services is claiming the world’s first third-party lens adapters for the new Nikon Z system with a collection of four units designed to allow cinema lenses to be mounted on the mirrorless full frame bodies.
Think Tank Photo has updated its line of heavy-duty rain covers and introduced a new, compact version for emergency situations.
The X-T3 is our first opportunity to analyze what's likely to be Fujifilm's next generation image sensor. Take a look at how it performs next to the competition in our studio test scene.
Canon's new normal is seriously sharp wide open. After shooting with it for a few days, we've prepared a gallery of real-world sample images.
Nikon will cease offering Brazil-based customer service and technical support, though the company stresses that it will still offer technical assistance and warranty repairs for valid warranties.
Two years ago, CatLABS of JP announced a plan to save Packfilm from the dead. Now, it's announced it's giving up its efforts to better focus its resources elsewhere.
The GoPro Fusion is designed to make it easy to capture 360-degree video and stills. We took it out recently on a typically hot Seattle summer day to see what it can do.
We've got our hands on a full-production Nikon Z7 camera and have updated our gallery with additional samples.
A new Kickstarter campaign seeks funding for Chroma Chrono, a programmable RGB camera flash that emits multiple colors during long exposures.
Think Tank Photo has launched a new lineup of six dual-access, water-resistant protective lens cases it calls Lens Case Duo.
Canon and Nikon finally entered the full-frame mirrorless market this summer with the brand-new RF and Z mounts. Now that we've had some time with the cameras, we wanted to revisit our earlier predictions and take stock.
The devices' camera specs look pretty much identical to last year's iPhone X but under the hood a number of important improvements have been made.
Blackmagic Design has announced the public beta of its new Blackmagic RAW video codec. The company says the new format combines the benefits of shooting Raw video with the ease of use and smaller file sizes usually associated with non-Raw video files.
Serif, the company behind the Affinity suite, has announced the latest update for its mobile Photoshop competitor Affinity Photo for iPad.
The Atomos Ninja V external video recorder and monitor will be ready to ship at the end of this month. The 5.2in Ninja V is designed to provide a smaller option, while still offering many of the features of the larger 7-inch models.