Pentax UK speaks out on sale to Ricoh (update)

Historic camera brand Pentax is to be sold to Ricoh in October, the brand's owner Hoya has confirmed.

D3100 PENTAX K-r.jpg
Historic camera brand Pentax is to be sold to Ricoh in October, the brand's owner Hoya has confirmed.

Pentax Imaging Systems Business will be sold to Ricoh in a move that will see Ricoh 'strengthen its camera business' - focusing on interchangeable lens cameras - said Hoya and Ricoh in a joint statement.

The deal is worth around 10 billion yen (around £78m), according to Reuters news agency, based on a report by Japan newspaper Nikkei Business Daily.

The statement adds: 'Ricoh was one of the first manufacturers to launch digital cameras in 1995 and Ricoh's current high-end compact digital cameras are well regarded in the industry.

'Now Ricoh aims to establish a consumer business. As a first step to achieve this goal, Ricoh strengthens its camera business.

'Ricoh takes it as an indispensable initiative to obtain the small and lightweight interchangeable lens camera technology, lens technology and sales channels held by the Pentax Imaging Systems Division, to pave the way for further advancement and innovations in the digital camera market.'

Ricoh is reportedly keen to get a foothold in the interchangeable lens camera market, which is seen as more profitable than compact cameras in the face of cut-throat price competition.

It will continue to use the Ricoh name for its range of compact cameras.

While, Hoya will retain use of the Pentax brand for products such as endoscopes, made for the medical market.

Pentax agreed to become a wholly-owned subsidiary of Hoya in 2007.

The 'merger', which took effect on 31 March 2008, was said to be worth around 95 billion yen.

Jonathan Martin, General Manager, Pentax Imaging Systems UK said: 'Ricoh is globally renowned within the digital camera industry, having successfully brought a range of products to market...

'We are extremely pleased with today’s announcement and see this as the natural next step in the evolution and continued development of the Pentax brand in the UK and abroad.

'With Ricoh’s involvement we can continue to grow the Pentax business in the UK and ensure we maintain our commitment to provide our customers with innovative, cutting edge, high quality products to suit all camera users.'

Earlier this year Ricoh announced the development of a Leica lens mount unit for its GXR camera system.

Ricoh has confirmed that this is planned for release in September or October.

In October 2009, Hoya expressed uncertainty about Pentax's existing partnership with Korean firm Samsung in the development of DSLRs, hinting that it may form a long-term relationship with another company.

Ricoh's roots stretch back to a Japanese company founded in 1936.

Hoya's range of products includes lenses for cameras (including aspheric lenses), optics for LCD projectors, camcorders and spectacles.

Formed in 1941 Hoya also makes lens coatings, crystal wine glasses and crystal jewellery.

Full statement, issued by Hoya Corporation on 1 July

Notice of Sale of the PENTAX Imaging Systems Business

HOYA Corporation (“HOYA”) and Ricoh Company, Ltd. (“Ricoh”) hereby announce that pursuant to decisions by the President and CEO of HOYA and Representative Director of Ricoh, respectively, HOYA and Ricoh have executed an agreement as of today to transfer HOYA’s PENTAX Imaging Systems Business (the business of developing, manufacturing and selling optical instruments such as digital cameras and replacement lenses, digital camera accessories, security camera-related products, and binoculars) (the “PENTAX Imaging Systems Business”) to Ricoh. HOYA will effectuate this transfer by incorporating a new corporation (“NewCo”), cause NewCo to succeed the PENTAX Imaging Systems Business by way of a corporate split (kyushu bunkatsu) (the “Corporate Split”), and transfer all shares of NewCo to Ricoh (such split and transfer shall be referred to as the “Split/Transfer”) as of October 1, 2011 (Estimated).

Prior to the Split/Transfer, HOYA intends to transfer its interests in PENTAX VN CO., Ltd., an overseas subsidiary of HOYA in relation to the PENTAX Imaging Systems Business, to NewCo.

Please note, that since the Corporate Split is a simplified corporate split (kan-i kyushu bunkatsu), disclosure items/content have been partially abbreviated.

Further, HOYA will continue to develop its businesses assigned from PENTAX Corporation which was merged (kyushu gappei) into HOYA on March 31, 2008 other than the PENTAX Imaging Systems Business, such as its businesses regarding digital camera modules, DVD pickup lenses, endoscopes, artificial bones, and voice synthesis.

1. Background of the Split/Transfer

HOYA merged (kyushu gappei) with PENTAX Corporation on March 31, 2008, and has developed the PENTAX Imaging Systems Business assigned from PENTAX Corporation until now. As part

of selecting and focusing its management resources, HOYA has decided to cause NewCo to succeed the PENTAX Imaging Systems Business via the Corporate Split, transfer the business and shares, etc. of HOYA’s Imaging Systems business subsidiary to NewCo via a business transfer and share/interests transfer, and thereafter, transfer all shares of NewCo to Ricoh.

Ricoh’s core business is office solutions focusing on MFPs, Ricoh has also introduced many cameras to the market since its inception in 1936. Ricoh was one of the first manufacturers to launch digital cameras in 1995 and Ricoh’s current high-end compact digital cameras are well regarded in the industry.

Now Ricoh aims to establish a consumer business. As a first step to achieve this goal, Ricoh strengthens its camera businesses. Ricoh takes it as an indispensable initiative to obtain the small and lightweight interchangeable lens camera technology, lens technology and sales channels held by the Pentax Imaging Systems Division to pave the way for further advancement and innovations in the digital camera market.

Through this acquisition, Ricoh plans to 1) enhance its digital camera businesses (especially the interchangeable lens camera market which is expected to grow), 2) create value-added businesses for taken photographs (creation and development of value-added services that encourage seeing, storing and refinishing photographs and utilize photographs as communication tools), and 3) expand to other fields (study of entry into the image archiving business using medium-format digital cameras and enhancement of security-related products)

2.

Outline of the Split/Transfer (1) Timeline for the Split/Transfer

July 1, 2011: Decision by the President to approve the share transfer agreement

July 1, 2011: Execution of the share transfer agreement

Not yet determined: Incorporation date of NewCo

Not yet determined : Decision by the President to approve the corporate split (kyushu bunkatsu) agreement

Not yet determined: Execution of the corporate split (kyushu bunkatsu) agreement

October 1, 2011 (Estimated): Effective date of the Corporate Split October 1, 2011 (Estimated): Transfer date for NewCo shares

(Note: The Corporate Split satisfies criteria of a simplified corporate split (kan-i kyushu bunkatsu) under Article 784, Section 3 of the Japanese Companies Act. Therefore, it can be effectuated by a decision of the President without obtaining resolution for the approval from a HOYA shareholders meeting.)

(2) Split Method: A corporate split (kyushu bunkatsu), where HOYA will be the split company (bunkatsu kaisha) and NewCo will be the succeeding company (shokei kaisha).

(3) Details of allotment pursuant to split: NewCo will become a wholly-owned subsidiary of HOYA. Therefore, NewCo will not issue shares or make any payments to HOYA pursuant to the Corporate Split.

(4) Decrease of capital pursuant to split: Capital will not be decreased pursuant to a split.

(5) Treatment of stock acquisition rights and convertible bonds: There will be no changes to the treatment of stock acquisition rights. Convertible bonds have not been issued.

(6) Rights and obligations assigned by the succeeding company: Pursuant to the corporate split (kyushu bunkatsu) agreement, NewCo will succeed the assets, debts, agreements, and other rights and obligations held by HOYA in relation to PENTAX Imaging Systems Business as of the end of the immediately preceding day of the effective date of the Company Split. This will not apply to any exceptions as provided in the corporate split (kyushu bunkatsu) agreement.

(7) Likelihood of performing obligations: It is assumed that NewCo will not have any problems performing its obligations after the Company Split.
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