Number of Shares Number of Shares Tendered Converted Purchased Converted into Number of Shares into Number of Shares Shares 118,064,117 shares 118,064,117 shares Share Subscription Warrants - shares - shares Bonds with Share Subscription Warrants 4,639,750 shares 4,639,750 shares Depositary Receipts of Shares, etc.
Owned by the Tender Offeror after the Tender Offer," the tendered PENTAX Bonds with Share Subscription Warrants are converted into shares at the conversion price effective as of August 6, 2007 pursuant to the terms and conditions of issuance thereof to calculate the number of voting rights.
concerning the PENTAX Share Subscription Warrants which were issued in accordance with a resolution of the Target's board of directors' meeting held on May 23, 2005 and a resolution of the Target's annual general meeting of shareholders held on June 24, 2005, such Tender Offeror's acquisition or holding of its shares, etc., is not likely to be inconsistent with the maximization of the Target's corporate value.
Although 200,000,000 units of PENTAX Share Subscription Warrants are subject to the Tender Offer, the transfer of PENTAX Share Subscription Warrants is restricted and the Target agreed with the Tender Offeror that no PENTAX share purchase warrants would be tendered in the Tender Offer.
However, for the purposes of calculation of the "Before" and "After", the calculation is made by using 135,470 as the "voting rights of all shareholders", which is obtained by adding (a) 418 voting rights represented by 418,843 shares of less than one unit as stated in such Securities Report excluding the treasury shares less than one unit and (b) 7,684 voting rights represented by the maximum number of our common stock (7,684,530 shares) which might be issued or transferred upon exercise of the share subscription warrants attached to the PENTAX Bonds with Share Subscription Warrants of 4,136 million yen.
"Number of Voting Rights" in the table entitled "Sum of Common Stock and PENTAX Bonds with Share Subscription Warrants" refers to the number of voting rights as converted into shares with respect to PENTAX Bonds with Share Subscription Warrants.
Pentax bonds with share subscription warrants: 1,425,926 Yen for each bond (face value of each bond: 1,000,000 Yen).
(b) Pentax bonds with share subscription warrants: 1,433,056 Yen for each bond (face value of each bond: 1,000,000 Yen)
(i) PENTAX shall not take any action through its rights plan without HOYA's prior written consent, (ii) PENTAX's board of directors will resolve to cancel, subject to the completion of the Tender Offer, the share subscription warrants issued based on a resolution adopted at the shareholders' meeting of PENTAX held on June 24, 2005 relating to PENTAX's trust-type rights plan (the "1st Series Share Subscription Warrants") and (iii) PENTAX's board of directors will resolve that HOYA's acquisition or possession of PENTAX's shares, etc.
- 1st Series Share Subscription Warrants: 1 Yen per warrant.