Panasonic Corporation (NYSE: PC/ TOKYO: 6752, the "Tender Offeror" or
the "Company"), at its Board of Directors meeting held on July 29, 2010,
resolved to acquire the shares of Panasonic Electric Works Co., Ltd.
(TOKYO: 6991, the "Target") through a tender offer (the "Tender Offer")
and commenced the Tender Offer on August 23, 2010. As the period of the
Tender Offer expired on October 6, 2010, the Company hereby announced
the results of the Tender Offer.
1. Overview of the Tender Offer
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(1)
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Name and address of the Tender Offeror
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Panasonic Corporation
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1006, Oaza Kadoma, Kadoma-shi, Osaka
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(2)
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Name of the Target
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Panasonic Electric Works Co., Ltd.
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(3)
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Class of share certificates, etc. to be purchased
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Shares of common stock
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(4)Number of share certificates, etc. scheduled to be purchased
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Number of shares scheduled to be purchased
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Minimum number of shares scheduled to be purchased
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Maximum number of shares scheduled to be purchased
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356,913,031 shares
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Not applicable
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Not applicable
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(Note 1)
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No minimum or maximum number of share certificates, etc. scheduled
to be purchased has been established in the Tender Offer. The
Company will purchase all of the share certificates, etc. tendered
in the Tender Offer.
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(Note 2)
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The number of shares scheduled to be purchased (356,913,031 shares)
is calculated by deducting the sum of the number of shares of the
Target held by the Tender Offeror as of August 23, 2010 (383,049,035
shares) and the number of treasury shares held by the Target as of
March 31, 2010 as described in the securities report for the 104th
term that was submitted by the Target on June 18, 2010 (11,112,722
shares), from the number of issued shares as of June 30, 2010, as
described in the first quarterly report for the 105th term that was
submitted by the Target on August 6, 2010 (751,074,788 shares).
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(Note 3)
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Shares less than one unit are also subject to the Tender Offer. If a
shareholder exercises the right to demand the purchase of shares
less than one unit pursuant to the Companies Act, the Target may
purchase its own shares during the tender offer period pursuant to
the procedures required under the applicable laws and regulations.
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(Note 4)
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The Tender Offeror does not plan to purchase treasury shares held by
the Target through the Tender Offer.
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(5)
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Tender Offer period
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From August 23, 2010 (Monday) through October 6, 2010 (Wednesday)
(31 business days)
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(6)
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Tender Offer purchase price
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Shares of common stock
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1,110 yen per share
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2. Results of the Purchase
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(1)
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Completion of the Tender Offer
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No minimum or maximum number of share certificates, etc. scheduled
to be purchased has been established in the Tender Offer. The
Company will purchase all of the share certificates, etc. tendered
in the Tender Offer.
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(2)
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Date of public notice of the results
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Pursuant to the provisions of Article 27-13, Paragraph 1 of the
Financial Instruments and Exchange Act (Act No. 25 of 1948, as
amended), the Tender Offeror publicly released the results of the
Tender Offer to the media at the Tokyo Stock Exchange, Inc. on
October 7, 2010 in accordance with the manner prescribed by the
provisions of Article 9-4 of the Enforcement Order of the Financial
Instruments and Exchange Act (Government Ordinance No. 321 of 1965,
as amended; the "Enforcement Order") and Article 30-2 of the Cabinet
Office Ordinance on Disclosure of Takeover Bids of Shares Conducted
by Non-Issuers (Ministry of Finance Japan Ordinance No. 38 of 1990,
as amended).
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(3) Number of shares purchased
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Class of shares
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Number of Tenders in terms of Shares
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Number of Purchases in terms of Shares
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Share certificates
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237,988,184 (shares)
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237,988,184 (shares)
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Certificates of stock acquisition rights
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-
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-
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Bond certificates with stock acquisition rights
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-
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-
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Trust beneficiary certificates for share certificates, etc.
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-
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Depositary receipts for share certificates, etc.
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-
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-
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Total
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237,988,184 (shares)
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237,988,184 (shares)
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(Total number of potential share certificates, etc.)
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(-)
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(-)
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(4) Ownership percentage of share certificates, etc. after the
Tender Offer
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Number of Voting Rights Represented by Share Certificates,
Etc. Held by the Tender Offeror before the Tender Offer
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383,049 units
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(Ownership Percentage of Share Certificates, Etc. before the
Tender Offer: 51.77 %)
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Number of Voting Rights Represented by Share Certificates, Etc.
Held by Special Related Parties before the Tender Offer
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4,813 units
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(Ownership Percentage of Share Certificates, Etc. before the
Tender Offer: 0.65 %)
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Number of Voting Rights Represented by Share Certificates,
Etc. Held by the Tender Offeror after the Tender Offer
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621,037 units
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(Ownership Percentage of Share Certificates, Etc. after the
Tender Offer: 83.93 %)
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Number of Voting Rights Represented by Share Certificates,
Etc. Held by Special Related Parties after the Tender Offer
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1,440 units
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(Ownership Percentage of Share Certificates, Etc. after the
Tender Offer: 0.19 %)
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Total Number of Voting Rights of Shareholders, Etc. of the
Target
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734,722 units
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(Note 1)
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The "Number of Voting Rights Represented by Share Certificates, Etc.
Held by Special Related Parties before the Tender Offer" and "Number
of Voting Rights Represented by Share Certificates, Etc. Held by
Special Related Parties after the Tender Offer" are the total number
of voting rights relating to the share certificates, etc., owned by
each special related party (including share certificates, etc., in
cases stipulated in each item of Article 7, Paragraph 1 of the
Enforcement Order, and excluding treasury shares held by the Target,
which is also a special related party).
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(Note 2)
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The "Total Number of Voting Rights of Shareholders, Etc. of the
Target" is the total number of voting rights of all shareholders as
of March 31, 2010 as described in the first quarterly report for the
105th term that was submitted by the Target on August 6, 2010
(indicated therein as 1,000 shares per unit). However, since the
shares less than one unit and cross-held shares were also subject to
the Tender Offer, in calculating the "Ownership Percentage of Share
Certificates, Etc. before the Tender Offer" and the "Ownership
Percentage of Share Certificates, Etc. after the Tender Offer," the
total number of voting rights (739,962 units), corresponding to the
number of shares (739,962,066 shares) obtained by deducting the
number of treasury shares held by the Target as of March 31, 2010 as
described in the securities report for the 104th term that was
submitted by the Target on June 18, 2010 (11,112,722 shares), from
the total number of shares of common stock issued as of June 30,
2010 as described in the first quarterly report for the 105th term
that was submitted by the Target on August 6, 2010 (751,074,788
shares), is used as the denominator.
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(Note 3)
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The "Ownership Percentage of Share Certificate, Etc. before the
Tender Offer" and the "Ownership Percentage of Share Certificate,
Etc. after the Tender Offer" are rounded to the second decimal place.
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(5)
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Calculation for purchase of the share certificates, etc. by the
pro-rata method
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N/A
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(6)
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Method of settlement
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a.
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Name and address of head offices of financial instruments dealers
and banks, etc. responsible for settlement of the purchase, etc.
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Nomura Securities Co., Ltd.
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9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
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b.
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Tender Offer settlement commencement date
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October 14, 2010 (Thursday)
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c.
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Method of settlement
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A notice of purchase, etc., through the Tender Offer shall be
mailed to the addresses of the tendering shareholders, etc., (or
the addresses of the standing proxies in the case of non-resident
shareholders, etc.) without delay after the expiry of the tender
offer period, except where the share certificates, etc., were
tendered via NOMURAJOY, an exclusive Internet service provided by
the tender offer agent. In cases where the share certificates,
etc., were tendered via NOMURAJOY, a notice of purchase will be
delivered pursuant to the instructions given on NOMURAJOY's
website: (https://www.nomurajoy.jp/).
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Payment for the shares will be made in cash. Payment of the purchase
price through the Tender Offer will be made by the method instructed
by the tendering shareholders, etc., including remittance (tendering
shareholders, etc., may be liable for bank fees incurred in
remitting the payment).
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3. Policy, etc. after the Tender Offer and
Future Prospects
With regard to the policy etc. after the Tender Offer, there are no
changes from the information contained in the Company's news release
dated July 29, 2010 entitled "Panasonic Announces Commencement of Tender
Offer for Shares of Common Stock of Panasonic Electric Works Shares."
Shares of common stock of the Target are currently listed on the first
section of the Tokyo Stock Exchange and on the first section of the
Osaka Securities Exchange. The Company is scheduled to implement a share
exchange after the Tender Offer in order to make the Company the parent
company and to make the Target a wholly-owned subsidiary. In such case,
the shares of common stock of the Target would meet the delisting
standards for share certificates of the Tokyo Stock Exchange and the
Osaka Securities Exchange, and will be delisted following the
implementation of the specified procedures. Future procedures will be
promptly disclosed by the Target, as soon as such procedures have been
decided.
The expected impact of the Tender Offer on the Panasonic Group's
consolidated business results for the Fiscal Year ending March 2011
(April 1, 2010 through March 31, 2011) will be minimal.
4. Places for Public Inspection of a Copy of
the Tender Offer Report
Panasonic Corporation
(1006, Oaza Kadoma, Kadoma-shi, Osaka)
Tokyo Stock Exchange, Inc.
(2-1, Nihombashi Kabutocho, Chuo-ku,
Tokyo)
Osaka Securities Exchange Co., Ltd.
(8-16, Kitahama
1-Chome, Chuo-ku, Osaka-shi)
Disclaimer Regarding Forward-Looking
Statements
This press release includes forward-looking statements (within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section
21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its
Group companies (the Panasonic Group). To the extent that statements in
this press release do not relate to historical or current facts, they
constitute forward-looking statements. These forward-looking statements
are based on the current assumptions and beliefs of the Panasonic Group
in light of the information currently available to it, and involve known
and unknown risks, uncertainties and other factors. Such risks,
uncertainties and other factors may cause the Panasonic Group's actual
results, performance, achievements or financial position to be
materially different from any future results, performance, achievements
or financial position expressed or implied by these forward-looking
statements. The Panasonic Group undertakes no obligation to publicly
update any forward-looking statements after the date of this press
release. Investors are advised to consult any further disclosures by
Panasonic in its subsequent filings with the U.S. Securities and
Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934
and its other filings.
The risks, uncertainties and other factors referred to above include,
but are not limited to, economic conditions, particularly consumer
spending and corporate capital expenditures in the United States,
Europe, Japan, China and other Asian countries; volatility in demand for
electronic equipment and components from business and industrial
customers, as well as consumers in many product and geographical
markets; currency rate fluctuations, notably between the yen, the U.S.
dollar, the euro, the Chinese yuan, Asian currencies and other
currencies in which the Panasonic Group operates businesses, or in which
assets and liabilities of the Panasonic Group are denominated; the
possibility of the Panasonic Group incurring additional costs of raising
funds, because of changes in the fund raising environment; the ability
of the Panasonic Group to respond to rapid technological changes and
changing consumer preferences with timely and cost-effective
introductions of new products in markets that are highly competitive in
terms of both price and technology; the possibility of not achieving
expected results on the alliances or mergers and acquisitions including
the proposed acquisition of all shares of Panasonic Electric Works Co.,
Ltd. and SANYO Electric Co., Ltd. through a tender offer and a share
exchange; the ability of the Panasonic Group to achieve its business
objectives through joint ventures and other collaborative agreements
with other companies; the ability of the Panasonic Group to maintain
competitive strength in many product and geographical areas; the
possibility of incurring expenses resulting from any defects in products
or services of the Panasonic Group; the possibility that the Panasonic
Group may face intellectual property infringement claims by third
parties; current and potential, direct and indirect restrictions imposed
by other countries over trade, manufacturing, labor and operations;
fluctuations in market prices of securities and other assets in which
the Panasonic Group has holdings or changes in valuation of long-lived
assets, including property, plant and equipment and goodwill, deferred
tax assets and uncertain tax positions; future changes or revisions to
accounting policies or accounting rules; as well as natural disasters
including earthquakes, prevalence of infectious diseases throughout the
world and other events that may negatively impact business activities of
the Panasonic Group. The factors listed above are not all-inclusive and
further information is contained in Panasonic's latest annual report on
Form 20-F, which is on file with the U.S. Securities and Exchange
Commission.
