As announced in the press release titled “HOYA and PENTAX Reach Basic Understanding for Management Integration” dated December 21, 2006, of HOYA and PENTAX, based on the recognition that they are “the best possible business partners”, HOYA and PENTAX entered into a Basic Agreement for Merger (the “Basic Agreement”) on that date. This shared common understanding has remained constant. Notwithstanding our announcement by press release (by PENTAX on April 10, 2007 and HOYA on April 23, 2007) of our decision to abandon the merger planned for October 1, 2007 under the Basic Agreement, we have continued iscussions on alternatives to the merger in order to achieve management integration and have consequently entered into this agreement.

Details of the Tender Offer and other related matters will be announced as soon as they become finalized.

1. Purpose of the Management Integration
HOYA and PENTAX aim to establish a solid management foundation by leveraging managerial resources of the two companies in a mutually complementary manner and to enhance corporate 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, based on our common core technological foundation in optics, imaging and materials, HOYA and PENTAX aim to optimize their business portfolios, focusing on the life care, optics, information technology, eye care and imaging systems areas. Expected stable revenues from the information technology and eye care areas will support the life care area in achieving strategic growth. In addition, vertical integration in the optics field will lead to qualitative structural reform and further strengthen competitiveness. Each of HOYA and PENTAX will continue to use its own brand after the management integration.

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