Excerpts from various reports...

Pentax Corp and Hoya Corp continue to face difficulties in reaching 
agreement on proposed plans for a business integration, the Nikkei reported, 
without citing sources.

...

Under the current terms, if Pentax withdraws from the business integration 
plans or begins tie-up talks with a third party, Hoya can demand payment of 
around 3 bln yen for breach of contract, according to Nikkei.

25 million USD

...

April 19 (Bloomberg) -- Hoya Corp. will reject Pentax Corp.'s request to end 
exclusive talks on their planned merger, Kyodo News reported, without saying 
who provided the information.

Pentax is losing market share in the camera business because of price 
declines and competition from Canon Inc. and Sony Corp. The company is 
counting on medical equipment including endoscopes,
a business it entered in 1977, to spur growth.

Hoya is seeking to expand sales of medical equipment such asendoscopes to 
help trim a reliance on glass substrates used in semiconductor 
manufacturing. Its market value of 1.74 trillion yen ($15 billion) is 18 
times larger than Pentax's.

...

Hoya Corp. will not agree to Pentax Corp. entering tie-up talks with other 
companies, despite a stalemate in the two companies'  business integration 
talks, sources familiar with the matter said
Thursday.

At a top-level meeting Wednesday, Pentax, a pioneer of single-lens reflex 
cameras, asked Hoya to allow it to seek talks with third parties, although a 
merger accord struck between the two
companies in December stipulates that the camera maker cannot have such 
talks until the end of May, the sources said.

Hoya believes its plan of allying with Pentax may become hopeless if it 
accepts such a request, the sources said.

Hoya is expected to consider at a board meeting on Monday whether to launch 
a tender offer.

...

The two Tokyo-based companies in December agreed to hold exclusive talks on 
a merger until the end of May. After Pentax scrapped the plan, the companies 
agreed to continue talks, and Hoya said it will consider a takeover bid.



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