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

JCN Newswires, July 2, 2007

concerning 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 a resolution of the Target's annual general meeting of shareholders held on June 24, 2005, such Tender Offeror's acquisition or holding of its shares, etc., is not likely to be inconsistent with the maximization of the Target's corporate value.

Although 200,000,000 units of PENTAX Share Subscription Warrants are subject to the Tender Offer, the transfer of PENTAX Share Subscription Warrants is restricted and the Target agreed with the Tender Offeror that no PENTAX share purchase warrants would be tendered in the Tender Offer. There is very little possibility that the Tender Offeror will actually acquire any PENTAX Share Subscription Warrants or any common shares to be issued or transferred upon exercise of the PENTAX Share Subscription Warrants.

For the purpose of reviewing the opinion concerning the Tender Offer, the Target's board of directors acquired the evaluation report for the Target's shares, etc. from Mizuho Securities Co., Ltd. as a third party appraiser. Under such report, the discounted cash flow (DCF) method, the comparable company method, and the market share price method are used to evaluate the Target's shares. The Target's board of directors obtained advice from Mori Hamada & Matsumoto and fully discussed the Tender Offer, with reference to this information, from the viewpoint of the Target's corporate value and shareholders' interests. As a result, the board of directors determined that the terms and conditions of the Tender Offer were reasonable and all of the directors were present and unanimously resolved to support the Tender Offer.

(4) Management Integration after the Tender Offer

The Tender Offeror aims to establish a solid management foundation by leveraging managerial resources of the two companies in a mutually complementary manner. Furthermore, the Tender Offeror believes that it is necessary to fully integrate the management of both companies by causing the Target to be a wholly owned subsidiary in order to create synergies and accelerate business growth for the future.

Therefore, if the Tender Offeror fails to acquire all shares of the Targe's common stock by the Tender Offer, considering any effect on taxes or accounting to be considered in connection with the integration between the Tender Offeror and the Target, the determination of the applicability of the ongoing disclosure requirements under the United States Securities Act, and existing agreements with third parties, the Tender Offeror contemplates to cause the Target to be its wholly owned subsidiary by a share exchange or other appropriate business reorganization transaction in order to fully integrate the management of the Tender Offeror and the Target.

In executing such transaction, both companies will, upon agreement between them, determine the terms of consideration to be delivered to the Target's shareholders, with reference to the Purchase Price for the Target's shares and to the market price for the Tender Offeror's shares, comprehensively considering various analysis with due consideration not to undermine the interests of both companies' shareholders and requesting again a third party financial institution to value the Target's shares.