Case | HBS Case Collection | March 2009 (Revised September 2010)

HOYA Corporation (A)

by W. Carl Kester and Masako Egawa

Abstract

In 2007, HOYA of Japan must decide whether to change its friendly exchange offer for Pentax into a hostile cash tender offer. A surprising sequence of events had caused a friendly merger agreement to fall apart, resulting in a boardroom coup at Pentax and the intervention of the Sparx Group, an indigenous activist Japanese hedge fund. The case raises issues about corporate valuation, corporate governance, shareholder activism, takeover deal tactics, and the Japanese market for corporate control.

Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan;

Citation:

Kester, W. Carl, and Masako Egawa. "HOYA Corporation (A)." Harvard Business School Case 209-065, March 2009. (Revised September 2010.)