Decision and Details
Agreement between HOYA Corporation and PENTAX Medical合同会社 (execution of the amendment agreement)Additional prior disclosure by HOYA Corporation concerning the company split and amendment agreement relating to the absorption-type company split agreement
Because further changes had arisen in the content of these prior disclosure documents maintained for inspection. The cancellation of treasury shares is intended to enhance shareholder value by improving capital efficiency and reducing the total number of issued shares. The acquisition of treasury shares is intended to enhance shareholder returns, improve capital efficiency, and facilitate the flexible execution of capital policy.
Receipt of the judgment in the tax litigation is not expected to have a material impact on the consolidated financial statements of the company effecting the absorption-type company split. The impact on financial results of the amendment to the company split agreement is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Additional prior disclosure by HOYA Corporation concerning the company split and amendment agreement relating to the absorption-type company split agreement |
| Decision-Making Body | Agreement between HOYA Corporation and PENTAX Medical合同会社 (execution of the amendment agreement) |
| Decision Date | 26 March 2026 |
| Implementation Date | 1 August 2026 (scheduled effective date of the absorption-type company split) |
| Period Covered | On or after 1 August 2026 (from the effective date of the absorption-type company split agreement) |
| Amount | Total year-end dividend: ¥39,417 million; total interim dividend: ¥42,549 million; total acquisition cost of shares capped at ¥100 billion (resolution dated 21 August 2025); total acquisition cost of shares capped at ¥100 billion (resolution dated 30 January 2026) |
| Quantity / scale | Cancellation of 2,736,600 treasury shares (0.79% of total issued shares excluding treasury shares); total issued shares after cancellation: 343,122,620; acquisition of up to 6.2 million treasury shares (1.81%); cancellation of 4,708,300 treasury shares (1.37%); total issued shares after cancellation: 338,414,320; acquisition of up to 5 million treasury shares (1.48%) |
| Impact on Business Performance | Receipt of the judgment in the tax litigation is not expected to have a material impact on the consolidated financial statements of the company effecting the absorption-type company split. The impact on financial results of the amendment to the company split agreement is not disclosed. |
| Reason | Because further changes had arisen in the content of these prior disclosure documents maintained for inspection. The cancellation of treasury shares is intended to enhance shareholder value by improving capital efficiency and reducing the total number of issued shares. The acquisition of treasury shares is intended to enhance shareholder returns, improve capital efficiency, and facilitate the flexible execution of capital policy. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 183, Item 7 of the Ordinance for Enforcement of the Companies Act; Article 178 of the Companies Act; Article 459, Paragraph 1 of the Companies Act; Article 39 of the Articles of Incorporation of the company effecting the absorption-type company split |
| Related previous disclosures | Prior disclosure documents dated 23 July 2025; additional prior disclosure documents dated 5 November 2025; absorption-type company split agreement dated 10 July 2025 |
| Future plans | The absorption-type company split is scheduled to take effect on 1 August 2026. The effective date may be changed by consultation and agreement between the two companies as necessary for the progress of the procedures or for other reasons. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The effective date may be changed upon consultation and agreement between HOYA and PENTAX Medical as necessary for the progress of the absorption-type company split procedures or for other reasons. The additional disclosure was made because further changes had arisen in the content of these prior disclosure documents maintained for inspection.