Pentax 2008 Annual Report Download - page 78

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Business description: Manufacture of optical components
Combined company: Pentax Service Co., Ltd.
Business description: Repair of optical components
Combined company: Pentax Incubation Co., Ltd.
Business description: Research and development of medical
equipment
Business combination date
March 30, 2008
Legal form for business combination and name of the company
formed through business combination
The legal form for this business combination is merger by
absorption with Pentax Corporation as the surviving company.
The name of the company formed through business
combination is Pentax Corporation. No share issuance or capital
increase resulted from the merger.
(2) Summary of accounting procedures
The merger stated above is eliminated in its entirety as an internal
transaction, as it corresponds to a transaction, etc. under common
control. Therefore, this merger has no impact on the consolidated
financial statements.
2. Merger of the Company and Pentax Corporation
(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: Hoya Corporation (the Company)
Business description: Manufacture and sale, etc. of
electro-optics, vision care and healthcare products
Combined company: Pentax Corporation
Business description: Manufacture and sale, etc. of life care
products, imaging systems and optical components
Business combination date
March 31, 2008
Legal form for business combination and name of the company
formed through business combination
The legal form for this business combination is merger by
absorption with the Company as the surviving company and
Pentax Corporation as the company ceasing to exist. The name
of the company formed through business combination is Hoya
Corporation. No share issue or capital increase resulted from
the merger.
(2) Summary of accounting procedures
The merger stated above was treated in accordance with the
Accounting Standard for Business Combinations (issued by the
Business Accounting Council on October 31, 2003) and the
Implementation Guidance on Accounting Standard for Business
Combinations and Accounting Standard for Business Divestitures
(issued by the Accounting Standards Board of Japan on December
27, 2005). The assets and liabilities which the Company took over
from the ceased company were based on their book values
recorded on the day before the merger date. Their book values
were adjusted only when the Company adjusted the ceasing
company's book values in its consolidated financial statements.
(3) Items relating to cash payment on merger to minority shareholders
Acquisition cost and its breakdown
Share acquisition expenses ¥ 9,757 million
Direct expenditure on share acquisition — million
Acquisition cost ¥ 9,757 million
Money paid for acquisition and its calculation method
(A) Consideration for acquired shares
¥ 770 was paid for each share acquired
(B) Method for calculating per-share payment
The amount of per-share payment was calculated
comprehensively in view of amounts calculated by
third-party organizations.
(C) Number of acquired shares and their valuation
Common stock 12,671,186 shares
Valuation ¥ 9,757 million
Amount of goodwill, reason for its recognition, amortization
method and period
(A) Amount of goodwill ¥ 4,507 million
(B) Reason for recognition
The goodwill resulted as the acquisition value of
additionally obtained Pentax shares exceeded the value of
net assets received for the additionally interest acquisition.
(C) Amortization method and amortization period
Straight-line amortization in 10 years
Notes to Consolidated Financial Statements
Hoya Corporation and Subsidiaries
76