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Hikari Glass Co., Ltd to become Wholly-Owned Nikon Subsidiary through Exchange of Stock

Japanese

September 24, 2004

Hikari Glass Co., Ltd to become Wholly-Owned Nikon Subsidiary through Exchange of Stock

At the meeting of the board of directors held September 24, 2004, Nikon decided to acquire Hikari Glass Co., Ltd. (Hikari Glass) as a wholly-owned subsidiary as of December 1, 2004.

  1. Purpose of acquiring wholly-owned subsidiary through exchange of stock
    By reinforcing cooperation in technology and development between Hikari Glass and the Nikon Group,Hikari Glass aims to enhance the value of its products, establish a system for supplying high-quality product both inside and outside the Nikon Group and increase its competitive power in the field of optics materials while meeting diverse market needs.

  2. Conditions concerning exchange of stock

    (1) Schedule for exchange of stock

    September 24, 2004 Contract for exchange of stock approved at meeting of the board of directors (Nikon and Hikari Glass)
    September 24, 2004 Conclusion of contract for exchange of stock
    October 12, 2004(Planned) Extraordinary general meeting of shareholders (Hikari Glass) approves contract for exchange of stock
    December 1, 2004(Planned) Implementation of exchange of stock

    Note: This exchange of stock is based on Article 358-2 (simplified exchange of stock) of the Commercial Law, and Nikon does not plan to seek approval at a general meeting of shareholders.

    (2) Stock exchange ratio

      Nikon Corporation
    (senior company)    		 Hikari Glass Co., Ltd
    (wholly-owned subsidiary)
    Exchange ratio 1 2.32

    Note: 1. Allocation of stocks
    Nikon will issue 2.32 shares per one share of Hikari Glass.
    (Note, however, that no issue will be made for shares of Hikari Glass that are already owned by Nikon.)
      2. Basis for calculation of exchange ratio
    Calculation of the stock exchange ratio was commissioned to Nikko Cordial Securities Inc., and the above exchange ratio was determined in consultation with Hikari Glass.
      3. Result, method and basis for calculation by third party
    Nikko Cordial Securities Inc. calculated an exchange ratio using the market value method for Nikon, and an adjusted net assets method for Hikari Glass.
      4. Number of shares to be traded resulting from exchange of stock 275,616 shares of common stock
    The shares of common stock that Nikon will exchange will be shares that Nikon already owns, not newly issued shares.

    (3) Payment to shareholders for exchange of stocks
    No payment to Hikari Glass shareholders for exchange of stocks is scheduled.


  3. Outline of companies involved in stock exchange
      (As of March 31, 2004) (As of February 29, 2004)
    (1) Trade name Nikon Corporation
    (senior company)    		 Hikari Glass Co., Ltd
    (wholly-owned subsidiary)
    (2) Main business Manufacture and sales of optical instruments Manufacture and sales of optical glass, molded optical glass
    (3) Founded July 25, 1917 September 14, 1962
    (4) Head office 2-3, Marunouchi 3-chome, Chiyoda-ku, Tokyo 4-3, Shibadaimon 2-chome, Minato-ku, Tokyo
    (5) Representative Chairman of the Board: Shoichiro Yoshida
    President, Member of the Board: Teruo Shimamura    		 President: Shiro Isobe
    (6) Capital ¥36,660 million ¥224 million
    (7) Total number of shares 369,945,332 shares 232,000 shares
    (8) Shareholder equity ¥150,457 million ¥1,214 million
    (9) Total assets ¥511,918 million ¥6,002 million
    (10) End of fiscal year End of March End of February
    (11) Number of employees 4,310 183
    (12) Major trading partners Nikon Photo Products Inc.
    Tochigi Nikon Corporation
    Nikon Inc.
    Nikon Precision Inc.     		Nikon Corporation
    (13) Major shareholders and ratio of shares held (1) The Master Trust Bank of Japan, Ltd. 9.47%
    (2) Meiji Yasuda Insurance Company 5.56%
    (3) Japan Trustee Services Bank, Ltd. 3.41%
    (4) Bank of Tokyo-Mitsubishi 3.32%
    (5) State Street Bank and Trust Company 2.81%     		(1) Nikon Corporation 44.48%
    (2) Teruo Kawai 15.80%
    (3) Shin Naito 9.51%
    (4) Tochigi Nikon Corporation 4.31%
    (5) Hisao Ishibashi 3.88%
    (14) Major banks Bank of Tokyo-Mitsubishi
    The Mitsubishi Trust and Banking Corporation    		 Bank of Tokyo-Mitsubishi
    Mizuho Bank, Ltd.
    Sumitomo Mitsui Banking Corporation
    (15) Relations between companies Nikon owns 44.48% of Hikari Glass issued shares.
    (16) Financial results for the last three years
      Nikon Corporation
    (non-consolidated)    		 Hikari Glass Co., Ltd
    (non-consolidated)
    Fiscal year ended March 2002 March 2003 March 2004 February 2002 February 2003 February 2004
    Net sales (million yen) 325,222 342,626 375,958 4,051 4,146 4,760
    Operating income (million yen) 891 -9,826 -4,692 -12 -147 256
    Ordinary income (million yen) 390 -12,564 -5,933 -30 -182 262
    Net income (million yen) -5,302 -9,706 4,063 -37 -173 133
    Net income per share (yen) -14.34 -26.26 11.00 -160.69 -748.98 574.59
    Shareholder's equity per share (yen) 409.77 370.53 407.39 5,488.86 4,661.51 5,272.40


  4. Changes to be made following exchange of stock
    (1) Trade names, businesses, head office locations and representatives
     No changes will be made to item 3 above,"Outline of companies involved in stock exchange".

    (2) Capital of Nikon Corporation
     Nikon Corporation will not increase its capital due to the exchange of stock.

    (3) Impact on business results
     Impact on Nikon's future consolidated business results as a result of the exchange of stock is anticipated to be as little as less than 1.0%.
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