Business Services Industry

Hoya Notice of Commencement of Tender Offer for the Shares of Pentax Corporation

JCN Newswires, July 2, 2007

Tokyo, Japan, July 2, 2007 - (JCN Newswire) - Hoya Corporation (the "Company" or the "Tender Offeror") announces that it determined in accordance with a decision of the representative executive officer dated July 2, 2007 to acquire (1) the common stock of PENTAX Corporation (TSE: 7750; the "Target" or "PENTAX"), (2) the yen-denominated Convertible Bonds with Share Subscription Warrants (shinkabu yoyaku ken) issued in accordance with a resolution of the Target's board of directors' meeting held on October 14, 2003 (the "PENTAX Bonds with Share Subscription Warrants"), and (3) PENTAX First Series Share Subscription Warrants (shinkabu yoyaku ken) (the "PENTAX Share Subscription Warrants") which were issued in accordance with a resolution of the Target's board of directors' meeting held on May 23, 2005 and an approval of the Target's annual general meeting of shareholders held on June 24, 2005, through the tender offer (the "Tender Offer"). If the Tender Offeror fails to acquire all shares of the Target's common stock by the Tender Offer, the Tender Offeror contemplates causing the Target to be its wholly owned subsidiary by any appropriate transaction.

1. Purpose of the Tender Offer,

(1) Background of the Tender Offer,

The Tender Offeror started as an optical glass manufacturer. Since its inception, the Tender Offeror has been diversifying its business by leveraging its optical material technologies and precision processing technologies. The Tender Offeror has successfully built a global niche market through aggressive technological innovation and has established leadership in its areas of expertise, resulting in strong earnings. In the information technology area, the Tender Offeror has maintained a leading position globally for its semiconductor-related mask blanks and glass disk substrates for hard disk drives, and it is positioned as one of the leading manufacturers in optical glass and lenses. The Tender Offeror has also established a leading position in the eye care area, including eyeglass lenses. The Tender Offeror continues to cultivate new business areas, in particular medical-related area as a key factor for further growth which are positioned as mid- to long term core growth drivers, and has initiated the global business development of intraocular lenses used for surgical treatment of cataracts.

The expertise of the Target stems from its long-accumulated know-how attained through the development and manufacture of cameras and lenses. The Target has successfully adopted its optical design and image processing technology for use in a variety of product areas and has developed businesses based on this optical technology. In the life care business, the Target has made early progress in developing a leading global position in the production of endoscopes, and it is also marketing globally various other products such as medical accessories and new ceramics for bone grafts. In the optical components business, the Target has leveraged its competitive edge in advanced optical technologies, where its major products include digital camera modules and DVD/CD convertible pickup lenses and has also built a strong global brand of digital cameras in its imaging system division.

As to the adoption of optical technologies to the medical area, the Tender Offeror and the Target have been developing advanced medical products such as endoscope diagnostics, minimally invasive surgical technologies and bionic materials including new ceramics and intraocular lenses. While the market in this area is expanding globally with further growth expected, competition has also been increasing globally. In order to continue delivering growth in this market, both companies recognize that it is critical to establish advantages in technology through research and development and mergers and acquisition activities and to build a global marketing system under which activities to spread technology and methods of new diagnosis and treatment will be performed together with patients and medical experts. Large investments would be required to achieve such product development and global marketing activities. The Tender Offeror believes that it would be possible to accelerate the growth of the Tender Offeror and the Target in this area if the Tender Offeror's ample cash flow is selectively appropriated to this area and the Tender Offeror offers its know-how attained from its global development of the eye care business to the Target.

Significant structural changes have occurred in optical equipment and related materials since the emergence of digital cameras. Competitors in Asia have grown rapidly and are expected to continue gaining market share through low price campaigns and increasing the added value of their products. Along with existing optical manufacturers, home appliance makers have also entered the digital camera market, further intensifying competition in this area. In order to maintain growth in this environment, it is necessary to be distinguished from competitors by reinforcing cost competitiveness by lowering production costs and by increasing added value focusing on technologies. To that end, a qualitative transformation of our business structure would be required. In optical equipment and related materials, we believe that, if the Target's optical design and processing technologies and the Tender Offeror's optical material development and precision processing technologies and mass production capability of optical lenses are vertically integrated, we could become the only optical manufacturer in the global market having the ability of creating new optical module system products.


 

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