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Pentax sold to Ricoh

By PA News Team

General news

01 July 2011 11:03

It has been announced to day that the Pentax Imaging Systems Business will be sold to Ricoh in a deal reported to be worth around 10 billion yen.

The Pentax Imaging Systems Business includes digital cameras and lenses, digital camera accessories, security camera-related products, and binoculars and has been owned outright by Hoya since 2007.  According to the official statement release today part of the aim for Ricoh is to "enhance its digital camera businesses (especially the interchangeable lens camera market."

The announcement comes just a week after Pentax launched their first compact system camera, the PENTAX Q, which is set to challenge other existing models from Olympus, Panasonic and Sony in this increasingly popular market.

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 since its inception in 1939. 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.”

The full statement issued from Hoya Corporation today can be seen below.

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.)

(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.