Original Source Press Release:
Hoya, Pentax announce merger|
(Friday, December 22, 2006 - 09:15 EST)
A joint press release from Hoya Corp. and Pentax Corp. has announced that the two companies plan to merge to become a single entity late next year.
Discussions are continuing between the two companies, with a definitive agreement to proceed likely to be signed next April. Should this happen, the deal would be put before shareholders of Pentax for approval in June, and if approved the new company - Hoya Pentax HD Corp. - would come into being on October 1st, 2007. Hoya isn't required to gain approval from its own shareholders for the merger, but would seek approval from its shareholders for changes to its board of directors, and to the company's articles of incorporation.
The planned name of the new entity reflects Hoya's position as the dominant company in the merger; Hoya would become Hoya Pentax, while Pentax Corp. would be folded into the new company. Hoya's consolidated sales figures over the last three years have been a little over double those achieved by Pentax, and net income on those sales have been around 20-30 times higher.
The current plan would call for Pentax shareholders to receive 0.158 shares of Hoya common stock per share held in Pentax. The new company would consist of some five main divisions, with Pentax's imaging systems division - responsible for products such as digital cameras and binoculars - becoming the imaging systems division of Hoya Pentax HD. This division would apparently specialize in high-value added products and areas where it has a competitive edge. Other Pentax divisions such as R&D, life care, and optical components would be combined with existing Hoya divisions.
The new company would be headed by Hiroshi Suzuki as President and CEO, the same role he currently holds in Hoya. Pentax President and CEO Fumio Urano would become Chairman of the Board at Hoya Pentax HD. The company's board would consist of 10 directors, of which five would be non-executive directors, three would be appointed from Hoya, and the remainder from Pentax. Hoya Pentax HD would continue Hoya's listing status on the Tokyo Stock Exchange.
Pentax lists among its major business partners both Casio Computer Co. Ltd. and Sanyo Electric Co. Ltd.; the company also has an ongoing agreement with Korean company Samsung to cooperate on the development of digital SLRs. Hoya meanwhile lists major business partners as Dai Nippon Printing Co. Ltd. and Sony Corp. Pentax was founded in December 1938, with Hoya being created shortly thereafter in August 1944.
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|HOYA and PENTAX Reach Basic Understanding for Management Integration|
TOKYO, December 21 -- HOYA CORPORATION ("HOYA") and PENTAX Corporation ("PENTAX") announced today that they have reached a basic understanding aimed at a management integration of the two companies, expected to be completed on October 1, 2007. The new company's name will be HOYA PENTAX HD Corporation. Under a corporate center with strategic planning functions, the new company will realign the business areas of HOYA and PENTAX. HOYA and PENTAX have recognized that they are the best possible business partners to establish a solid business structure that draws on their respective strengths. Through this management integration, the planned new structure will allow the new company to swiftly allocate significant management resources to develop strategic business areas,
aiming at accelerating future growth.
For the full press release please access "News & Topics" in HOYA website at: http://www.hoya.co.jp/english/
Important Notice to U.S. Investors
This business combination is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer of the securities is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under this business combination, such as in open market or privately negotiated purchases.