Pentax 2008 Annual Report Download - page 77

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4. Amount of goodwill, reason for its recognition, amortization
method and period
(1) Amount of goodwill
¥ 27,225 million
(2) Reason for recognition
The market value of net assets at the time of business combination
fell short of the acquisition cost. For this reason, the difference is
recognized as goodwill.
(3) Amortization method and amortization period
Straight-line amortization in 10 years
5. Assets received and liabilities succeeded on the business
combination date, and their major constituents
Current assets ¥ 100,132 million
Fixed assets 74,056 million
Total assets ¥ 174,188 million
Current liabilities ¥ 67,822 million
Long-term liabilities 30,375 million
Total liabilities ¥ 98,197 million
6. Estimated effects on consolidated statements of income for the
consolidated fiscal year under review in case business
combination is presumed to have been completed on the first day
of the fiscal year
Net sales ¥ 85,689 million
Operating income 956 million
Ordinary income -169 million
Income before income taxes and other items -1,725 million
Net income -1,195 million
Net income per share -2.76
(Method for calculating estimated amounts and important premises)
Estimated amounts were calculated retroactive to the first day of the
consolidated fiscal year under review, based on figures presented in
statements of income for the period from April 1, 2007 to September
30, 2007. Estimated net sales and losses stated above were calculated by
assuming that the business combination had been completed on the first
day of the consolidated fiscal year, and that the acquired company’s
voting rights had been owned at the rate of 100% from the first day.
The amounts stated above include adjustments for goodwill
amortization and interest cost, etc. These amounts have not been
verified through audit.
Business combination — under common control
(Summary of transaction)
The Company merged its five consolidated subsidiaries, namely Pentax
Optotech Co., Ltd., Pentax Tohoku Co., Ltd., Pentax Fukushima Co., Ltd.,
Pentax Service Co., Ltd. and Pentax Incubation Co., Ltd., into Pentax
Corporation effective March 30, 2008. The Company merged Pentax
Corporation by absorption on March 31, 2008.
(Major reason for business combination)
The Company and Pentax Corporation reached an agreement for
integrating their management for the purposes of establishing strong
operating foundations by using management resources in their
possession in a manner supplementary to each other, generating
synergies, and accelerating new growth for the future. Based on this
agreement, the Company made a tender offer to Pentax Corporation
and, as a result of the offer, made Pentax Corporation a consolidated
subsidiary.
The Company reached the conclusion that management mobility
and flexibility were essential for strengthening Pentax Corporation’s
core businesses and that integration in the form of a merger, as it had
originally planned, was the best way that allows Pentax Corporation
divisions to make business judgments and take business actions as
speedily as the Company’s divisions, and optimizes the distribution of
management resources in the integral framework of the Hoya Group,
instead of small subsidiary frameworks. The Company firmly believes
that the merger and integration of Pentax Corporation divisions into
itself make the Group organization flatter, compared with the maintenance
of Pentax Corporation as its subsidiary, and permit the Hoya Group to
make business judgments flexibly and speedily, and to achieve further
growth in new fields with appropriate resource distribution.
1. Merger involving six consolidated subsidiaries, namely, Pentax
Corporation, Pentax Optotech Co., Ltd., Pentax Tohoku Co., Ltd.,
Pentax Fukushima Co., Ltd., Pentax Service Co., Ltd., and Pentax
Incubation Co., Ltd.
(1) Names of companies involved in business combination,
description of their businesses, business combination date, legal
form for business combination, and name of the company formed
through business combination
Names of companies involved in business combination and
description of their businesses
Combining company: Pentax Corporation
Business description: Manufacture and sale, etc. of life care
products, imaging systems and optical components
Combined company: Pentax Optotech Co., Ltd.
Business description: Manufacture and sale of optical
components, precision components, machinery and tools
Combined company: Pentax Tohoku Co., Ltd.
Business description: Manufacture of medical equipment
Combined company: Pentax Fukushima Co., Ltd.
HOYA ANNUAL REPORT 2008 75