May 31 (Bloomberg) -- Hoya Corp., Japan's largest maker of optical glass, will acquire Pentax Corp. for 105 billion yen ($863 million) in cash, ending a two-month tussle for control.

Hoya will offer 770 yen per Pentax share, Hoya President Hiroshi Suzuki said in Tokyo, a 0.8 percent discount to today's close. The offer will start between June 4 and June 20, and close in July. Any shares not tendered by that time will be exchanged for Hoya's stock at a ratio to be decided later, he said. Both companies said their boards voted in favor of the takeover.

Pentax, Japan's oldest maker of single-lens reflex cameras, will become a wholly owned subsidiary, giving Hoya access to its fastest-growing business of medical equipment. The Tokyo-based companies will each have two seats on the new board of six, which will include two outside directors. Pentax in April rejected Hoya's offer as it would have smaller representation.

``What Hoya should do from now is build on Pentax's strengths in endoscopes, SLR cameras and optical devices,'' Hisashi Moriyama, a Tokyo-based analyst with JP Morgan Securities Co., said by telephone. ``Hoya should have no problem raising Pentax's profitability with its existing products.''

Moriyama has an ``overweight'' rating on Hoya and a ``neutral'' recommendation for Pentax.

About 5 percent of the purchase amount will be used to buy bonds of Pentax, including those convertible to its shares, said Naoji Ito, a Hoya spokesman.

New President

``We'd like to establish a management team strong enough to help us beat'' our business plan, Jiro Okamura, Pentax's spokesman, said by phone.

Pentax will promote Nobuaki Tanishima, head of corporate development, to president on June 27, replacing Takashi Watanuki.

The company's new board will include Tanishima, Kou Torigoe, who heads the camera division, Yuji Nishiura, managing director of AlixPartners Asia LLC, Hidenao Toyoshima, a lawyer, Yukio Ohara, president of Hoya's computer network unit, and George Souther, who heads Hoya's legal department, to the board.

Tanishima, 52, has been the head of corporate development at Pentax since June last year. The executive, who graduated from Keio University in Tokyo in 1977, was president of the European operations from June 2002 to June 2006.

Pentax, which introduced its first endoscope in 1977, counts on the medical unit for earnings growth as price competition erodes profitability in cameras. Pentax on May 11 forecast net income will rise 6.4 percent to 3.8 billion yen in the 12 months ending March 2008, while sales will probably increase 8 percent to 170 billion yen.

The company expects sales at the lifecare, or medical, division to rise 9.8 percent this fiscal year to 45 billion yen, outpacing growth in other businesses.

Business Experience

Hoya's Suzuki can use his experience turning around a money- losing unit acquired from Nippon Sheet Glass Co. in 2003 to bolster profitability at Pentax, JP Morgan's Moriyama said.

Under his helm, Hoya's electro-optic division, which includes the glass component-making unit, posted a 7 percent increase in operating profit to 80 billion yen in the year ended March 31.

``Hoya can do the same thing for Pentax,'' Moriyama said.

Sparx Group Co., the largest shareholder of Pentax with a 24 percent stake, this week dropped a proposal to reelect former President Fumio Urano and Chief Financial Officer Katsuo Mori to the board. Urano and Mori were ousted in April for backing Hoya's takeover.

Hoya on April 6 said it will increase its bid to about 770 yen a share and pay in cash, revising a December offer of a stock swap.

``Our purpose is to maximize Pentax's corporate value, and we believe we now have the corporate structure to achieve that,'' Shoichi Miyasaka, president and chief executive officer of Sparx Capital Partners Co., a unit of Sparx, said today.

To contact the reporter on this story: Hiroshi Suzuki in Tokyo at Hsuzuki5@bloomberg.net

Last Updated: May 31, 2007 06:42 EDT