Pentax 2007 Annual Report Download - page 66

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64
In addition to the cash dividends described above, the Company
paid interim cash dividends of ¥12,925 million ($109,488 thousand,
¥30 ($0.25) per share) on November 21, 2006 to shareholders of
record as of September 30, 2006, based on a resolution of the
Board of Directors.
No. 17 SUBSEQUENT EVENTS
Appropriations of Retained Earnings
The following appropriations of retained earnings for the year ended March 31, 2007 were resolved by the Company’s Board of Directors on
May 31, 2007:
Millions of Yen Thousands of U.S. Dollars
Year-end cash dividends, ¥35.00 ($0.30) per share ¥15,105 $127,954
Significant Subsequent Events
The Company resolved, at the meeting of its board of directors
held on May 31, 2007, to acquire the shares of PENTAX
Corporation (“PENTAX”) through a tender offer (the “Tender
Offer”).
The Company resolved, at the meeting of its board of directors
held on June 15, 2007, the partial modification to Tender Offer.
1. Purpose of Tender Offer
The Company and PENTAX aim to establish a solid management
foundation by leveraging managerial resources of the two compa-
nies in a mutually complementary manner and to enhance corpo-
rate value by utilizing the two companies’ strength in optical and
precision processing technologies to develop appealing products
and provide them to a broader customer base. Following the
management integration, the Company and PENTAX aim to
optimize their business portfolios and to further strengthen
competitiveness.
2. Terms of Tender Offer
(1) Purchase Price
a. Common stock of PENTAX: ¥770 per share.
However, if PENTAX’s annual general meeting of shareholders
for the 77th period approves the surplus dividends for the 77th
period per share in the amount of more than ¥7, the purchase
price will be determined to be the result obtained by deducting
the amount equal to the surplus dividends resolved in excess of
¥7 per share from ¥770.
b. PENTAX bonds with share subscription warrants: ¥1,433,056
for each of the bonds (face value of each bond: ¥1,000,000)
However, if PENTAX’s annual general meeting of shareholders
for the 77th period approves the surplus dividends for the 77th
period per share in the amount of more than ¥7, the purchase
price for such bonds will be determined by dividing the issue
price of each bond by ¥540 (convertible price) and multiplying
by the purchase price of common stock.
c. 1st Series Share Subscription Warrants: ¥1 per warrant.
(2) Upper limit of the number of shares to be purchased: None.
(3) Lower limit of the number of shares to be purchased:
67,740,000 shares.
(4) Timing of the commencement of the Tender Offer:
Planned to commence on or around three business days after
the day on which PENTAX filed the securities report for the
77th period with the Director-General of the Kanto Local
Finance Bureau.
5. Assets and Liabilities to Be Transferred
Millions of Yen
Current assets ¥1,076
Fixed assets 589
Total assets ¥1,665
Current liabilities ¥ 68
Total liabilities ¥ 68