Pentax Announcement Concerning Pentax Corporation's Approval of the Tender Offer by Hoya Corporation

JCN Newswires, July 2, 2007

Tokyo, Japan, July 2, 2007 - (JCN Newswire) - At the board meeting held on July 2, 2007, PENTAX Corporation (hereinafter referred to as "PENTAX") has resolved to approve the tender offer by HOYA CORPORATION (hereinafter referred to as the "Tender Offeror") to purchase all shares of PENTAX (hereinafter referred to as the "Tender Offer"). This resolution is based on the premises that, after the completion of Tender Offer, the Tender Offeror plans to make PENTAX into a wholly-owned subsidiary of HOYA CORPORATION and PENTAX's shares will be delisted from the Tokyo Stock Exchange.

1. Overview of the Tender Offeror

(1) Company Name: HOYA CORPORATION

(2) Areas of Business: Manufacturing and sales of electro-optics, eye-care, and health care products

(3) Date of Establishment: August 23, 1944

(4) Headquarters: 2-7-5 Naka-Ochiai, Shinjuku-ku, Tokyo

(5) Representative: Hiroshi Suzuki, President and CEO

(6) Paid-in Capital: 6,264 million yen

(7) Major share holders and shareholding Ratio (as of March 31, 2007)

- Japan Trustee Services Bank, Ltd. (in trust): 6.75%

- The Master Trust Bank of Japan, Ltd. (in trust): 5.40%

- The Chase Manhattan Bank N.A., London: 3.31%

- State Street Bank and Trust Company 505103: 2.73%

- The Dai-Ichi Mutual Life Insurance Company: 2.65%

- State Street Bank and Trust Company: 2.41%

- Nippon Life Insurance Company: 2.29%

- Mamoru Yamanaka: 2.07%

- The Chase Manhattan Bank 385036: 2.03%

- Deutsche Bank Trust Company Americas: 1.80%

(8) Relationships between Integrating Companies

- Capital relationships: HOYA CORPORATION holds 1,000 shares of PENTAX

- Personal relationships: Yukio Ohara (President of HOYA Service Corporation, an affiliated company of the Tender Offeror) and George Stuart Souther (General Counsel of HOYA CORPORATION, employee of the Tender Offeror) were elected as directors of PENTAX Corporation at the 77th general shareholders meeting held on June 27, 2007, such election to take effect only if the Tender Offeror files a large scale acquisition report (tairyo hoyuu houkokusho) with the Kanto Local Finance Bureau stating to the effect that its share certificates etc. holding ratio (as defined in Article 27-23, section 4 of the Securities Exchange Law) in respect of the Company has exceed 50% and only as of the date of such filing.

- Business relationships: The two companies have dealings with respect to certain products

- Relationships between people concerned: N/A

2. Content of, Grounds, and Reasons for Opinion concerning this Tender Offer

1) Content of opinion concerning Tender Offer

The Company resolved at a meeting of its Board of Directors held on July 2, 2007 to express approval for the Tender Offer for the Company's shares by Tender Offeror. Accordingly, the Company recommends tendering of the Company's shares.

2) Reasons for opinion concerning Tender Offer

The Tender Offeror started as an optical glass manufacturer, and has been expanding its businesses by leveraging optical materials and precision processing technologies. It has created a global niche market through aggressive technological innovations, and has established leadership in its areas of expertise, resulting in strong earnings. The Tender Offeror maintains a leading position globally in the information technology area for its semiconductor-related mask blanks and glass disk substrates for hard disk drives, and is positioned as one of the leading manufacturers in optical glass and lenses. It also maintains a leading position in the eye care field, including eyeglass lenses. The Tender Offeror continues to cultivate new business areas, has positioned medical-related areas as a key factor to long-term core growth drivers, and has initiated global business development of intraocular lenses used for treating cataracts.

The Company has successfully leveraged its long-accumulated know-how attained through the development and manufacturing of cameras and lenses, and by adapting its optical design and image processing technology for use in a variety of product areas as the core of this optical technology, it has developed businesses that are supported by its technological prowess in the optical and precision instruments field.

In the life care business, the Company 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 its optical components business, the Company has demonstrated 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 with digital cameras in its imaging systems division.

The Company's biggest strength comes from operating its imaging system business, life care business, and optical goods business (hereinafter, the "Three Core Businesses") as one unit based on the precision and optical technologies that comprise its core technologies. By operating the Three Core Businesses as one unit, each business has managed to reap synergistic effects, thereby greatly contributing to maximization of corporate value.