Business Services Industry

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

JCN Newswires, July 2, 2007

After the completion of the Tender Offer, while considering methods for achieving full management integration, the Target will conduct its business as an independent legal entity and maintain its corporate name and PENTAX brand, and maintain and extend cross-divisional synergies. We plan to appoint officers from the Target to conduct its business, and the general manager of each division will be responsible for that division's operations (including employment) and earnings.

(5) Possibility of Delisting and Reason for Delisting

The number of shares to be purchased under the Tender Offer is not limited. As a result of the Tender Offer, there is a possibility that the Target's shares will be delisted in accordance with the prescribed procedures pursuant to the standards for delisting of shares established by the Tokyo Stock Exchange, Inc. If such standards do not apply but the Tender Offeror fails to acquire all of the shares, etc. of the Target 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 become wholly owned subsidiary using a means it considers appropriate, including a share exchange and other business reorganization transaction, in order to fully integrate the management of the Tender Offeror and the Target. In such case, the Target's shares will be delisted.

(6) Minimum Number of Shares Planned to be Purchased Converted into Number of Shares

Under the Tender Offer, the minimum number of the shares planned to be purchased converted into number of shares (the "Number of Shares Planned to be Purchased") is 67,740,000 shares. This represents approximately 50.00% of the figure (135,471,373 shares) obtained by deducting the treasury shares held by the Target (138,164 shares) from the Target's total outstanding shares as of March 31, 2007 (127,925,007 shares), and adding the maximum number of the Target's common stock (7,684,530 shares) which might be issued or transferred upon exercise of the share subscription warrants attached to the PENTAX Bonds with Share Subscription Warrants of 4,136 million yen.

Please download the full "Notice of Commencement of Tender Offer for the Shares of Pentax Corporation", including the "Outline of the Tender Offer" and "Other Matters", http://www.hoya.co.jp/data/current/newsobj-399-pdf.pdf

For more information, please visit the Hoya IR website, http://www.hoya.co.jp/HOYA_DYNAMIC/index.cfm?fuseaction=news.index_e

About Hoya Corporation

Since its establishment in 1941 as Japan's first specialty manufacturer of optical glass, Hoya (TSE: 7741) has diversified into new business areas harnessing the potential of advanced optics technologies. The company has continued to grow as a global enterprise through the expansion of its business activities building on two distinct foundations. In the field of Information Technology, Hoya offers indispensible products used in the manufacture of such items as semiconductors, LCD panels, digital cameras and HDDs. In the field of Eye Care, Hoya handles eyeglass lenses and contact lenses, everyday products that everyone is familiar with. For more information, please visit www.hoya.co.jp.


 

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