Pentax Corp. has agreed that two of its senior officials and two from Hoya Corp., plus one outside director, will make up its new board after the optical lens and glass maker completes its friendly takeover, sources said Tuesday.
The appointments of the five directors, down from the current eight, will be a transitory arrangement until Pentax convenes an extraordinary shareholders’ meeting around October, the sources added.
The two firms have also agreed that the Pentax president will be one of those executives, the sources said.
The revelation of the management reshuffle came a day after Hoya and Pentax agreed that the former will make a tender offer for Pentax shares in June, ending more than a month of tangled merger negotiations.
The accord was struck during a meeting in Tokyo between Hoya Chief Executive Officer Hiroshi Suzuki and his Pentax counterpart, Takashi Watanuki, who ascended to the camera maker’s top post April 10 after the company scrapped a planned stock-swap merger.
An official who declined to be named said Watanuki told Suzuki that Pentax’s board of directors will vote by consensus to accept the tender offer from Hoya, which is considering offering about 770 yen a share for Pentax stock.
According to the sources, Pentax is expected to hold talks with asset management firm Sparx Group Co., its top shareholder, about the proposed management reshuffle after the tender offer is concluded.
At its upcoming shareholders’ meeting in late June, Pentax plans to put forward the names of five people it proposes be made directors on its board and Watanuki is expected to be one of the names on the roster, the sources said.
Pentax is also thinking of having Watanuki stay on as president, but Sparx might oppose the move, the sources added.
Sparx is critical of Watanuki, who became president in April after his predecessor Fumio Urano stepped down over their differences on a previously proposed merger with Hoya that Urano backed.
Sparx also backed the merger plan and has clashed with current Pentax management.
Hoya aims to acquire a controlling stake in Pentax through the tender offer and turn the camera maker into a wholly owned subsidiary. A reshuffle of Pentax management may follow.
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