Hoya Corp. reached a basic agreement Monday with Pentax Corp. in which it will launch a friendly takeover bid for the camera maker in June, ending more than a month of tangled merger negotiations, a Pentax official said.
The accord was struck during a meeting in Tokyo between Hoya Chief Executive Officer Hiroshi Suzuki and his Pentax counterpart, Takashi Watanuki, who took the camera maker’s top post April 10 when it scrapped a planned stock-swap merger.
The official, who declined to be named, said Watanuki told Suzuki that Pentax’s board of directors by consensus will accept a tender offer from Hoya, which is considering buying the camera maker’s stock for about 770 yen a share.
Pentax’s top shareholder, Sparx Group Co., is expected to support the tender offer.
Watanuki asked Hoya to allow Pentax to manage its business on its own for some time to balance its bottom line after it comes under the umbrella of the maker of optical glasses and lenses, the official said.
Hoya is likely to approve the candidates for board directorships that Pentax intends to propose at its general shareholders’ meeting in late June on condition that one or two executives from the glass maker become part of the camera maker’s new board.
But a top Hoya official said Monday the appointments of board directors to be decided at the shareholders’ meeting will be “temporary” until the camera maker is turned into its wholly owned subsidiary.
The Pentax shareholders’ meeting is expected to be held while the tender offer is being conducted, given that Hoya’s tender offer aimed at acquiring a controlling stake in the camera maker may be launched in early June.
After the tender offer, Hoya aims to turn Pentax into a wholly owned unit by purchasing the remainder of the camera firm’s shares.
Pentax is expected to officially approve the acceptance of the tender offer during a special board meeting Friday. Hoya board members are expected to approve the tender offer by the end of this month.
In an attempt to strengthen their medical products, Hoya and Pentax reached a basic agreement last December to merge this Oct. 1 through an equity swap.
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