Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today announced
that its Board of Directors has decided and signed an agreement to
assume operations related to bond financing, redemption and
administrative work of SANYO Electric Co., Ltd. (SANYO), a wholly-owned
consolidated subsidiary of Panasonic, through business division. This
division is expected to take effect on January 1, 2012. Details of the
business division are outlined below.
1. Purpose of the Business Division
Panasonic intends to unify the operations related to bond financing,
redemption, and administrative work of SANYO into Panasonic. This will
enable Panasonic to unify the group-wide bond administrative operations
including those related to the bonds issued by Panasonic Electric Works
Co., Ltd. which are expected to be transferred to Panasonic through the
merger. For detailed information of the merger, refer to the press
release, "Panasonic to Absorb Wholly-Owned Subsidiary (Panasonic
Electric Works Co., Ltd.)", issued on August 31, 2011.
2. Summary of the Business Division
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(1)
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Schedule of the business division
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August 31, 2011
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Resolution of the Board of Directors on the business division
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August 31, 2011
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Signing of the business division agreement
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January 1, 2012 (planned)
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Effective date of the business division
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(Note: The business division will be conducted through a simplified
procedure provided under the Company Law of Japan, by which
resolutions of the shareholders' meetings of Panasonic and SANYO
will not be required.)
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(2)
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Method of the business division
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SANYO will divide a certain part of its business and Panasonic will
succeed to the dividend business.
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(3)
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Allotment in relation to the business division
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Panasonic is expected to pay approximately 500 thousand yen in cash
to SANYO.
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(4)
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Increase in stated capital as a result of this business division
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There shall be no increase in stated capital as a result of this
business division.
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(5)
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Rights and obligations to be transferred
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Panasonic will assume a certain amount of assets, liabilities,
contracts, and other rights and obligations of SANYO related to this
business including the bonds issued by SANYO and a certain amount of
cash which is equivalent to the amount of the principal and interest
of the bonds.
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(6)
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Prospects for paying debt obligations
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Panasonic believes that Panasonic will be able to fulfill its
obligations which are required to be performed after the effective
date of the business division.
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3. Basic information of Panasonic and SANYO
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(As of March 31, 2011, unless otherwise specified)
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Succeeding Company
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Company to transfer the business
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(1) Corporate name
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Panasonic Corporation
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SANYO Electric Co., Ltd.
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(2) Head office
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1006, Oaza Kadoma, Kadoma City, Osaka, Japan
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5-5, Keihan-Hondori 2-Chome, Moriguchi City, Osaka, Japan
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(3) Name and title of representative
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President, Fumio Ohtsubo
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Executive Director and President, Seiichiro Sano
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(4) Principal lines of business
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Manufacture and sale of electronic and electric equipment,
etc.
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Manufacture and sale of various electronic equipments
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(5) Stated capital
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258,740 million yen
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322,242 million yen
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(6) Date established
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December 15, 1935
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April 1, 1950
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(7) Number of shares issued
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2,453,053,497 shares
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6,158,053,099 shares
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(8) Fiscal year end
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March 31
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March 31
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(9) Major shareholders and shareholding ratio
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The Master Trust Bank of Japan, Ltd. (trust account)
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4.76%
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Panasonic Corporation (As of April 1, 2011)
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100%
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Japan Trustee Services Bank, Ltd. (trust account)
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4.41%
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Moxley & Co.
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3.20%
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Nippon Life Insurance Company
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2.73%
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Sumitomo Mitsui Banking Corporation
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2.32%
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(10) Operating results and financial conditions
for the year ended March 31,
2011
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Panasonic Corporation (Consolidated, U.S. G.A.A.P.)
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SANYO Electric Co., Ltd. (Consolidated, U.S. G.A.A.P.)
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Net assets
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2,946,335
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77,926
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Total assets
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7,822,870
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1,117,093
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Shareholders' equity per share (yen)
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1,236.05
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10.44
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Net sales
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8,692,672
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1,489,497
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Operating profit
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305,254
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33,575
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Ordinary income
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--
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--
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Net income (loss) attributable to the company
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74,017
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(35,161)
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Net income (loss) per share attributable to the company
per share (yen)
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35.75
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(5.73)
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Notes:
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1.
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In millions of yen, unless otherwise specified.
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2.
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As of June 30, 2011, Panasonic holds 140,807,803 shares, 5.74%, of
its common stock.
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3.
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The number of shares held by The Master Trust Bank of Japan, Ltd.
(trust account) reflects the shares entrusted by Mitsubishi UFJ
Trust and Banking Corporation and other corporations, which have
been originally entrusted with such shares in their trust services.
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4.
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The number of shares held by Japan Trustee Services Bank, Ltd.
(trust account) reflects the shares entrusted by The Sumitomo Trust
and Banking Co., Ltd. and other corporations, which have been
originally entrusted with such shares in their trust services.
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5.
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The item "Ordinary income" is omitted since it does not exist under
the United States Generally Accepted Accounting Principles (U.S.
G.A.A.P.), which have been adopted by Panasonic and SANYO on a
consolidated basis.
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6.
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Figures related to the discontinued semiconductor business are
excluded from the operating results and financial conditions of
SANYO.
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4. Description of the Business to be Succeeded
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(1)
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Outline of the business to be succeeded
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Bond financing, redemption, and administrative work of SANYO
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(2)
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Operating results of the business to be succeeded
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There are no entries regarding operating results of the business to
be succeeded.
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(3)
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Assets and liabilities of the business to be succeeded (As of March
31, 2011)
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(billion yen)
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Assets
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Liabilities
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Item
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Book value
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Item
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Book value
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Current assets
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40.0
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Current liabilities
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0
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Fixed assets
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0
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Fixed liabilities
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40.0
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Total
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40.0
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Total
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40.0
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Notes:
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1.
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Amounts less than 100 million yen have been rounded to the nearest
whole 100 million yen amount.
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2.
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The assets and liabilities of the business actually succeeded will
be measured at fair value on the effective date.
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5. Conditions after the Business Division
Corporate name, head office, name and title of representative, principal
lines of business, stated capital and fiscal year end of Panasonic shall
not be changed as a result of the business division.
6. Effect on Financial Outlook
There shall be no effect on the consolidated financial outlook of
Panasonic for fiscal year ending March 31, 2012.
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. Panasonic 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 business reorganization after the acquisition of all shares of
Panasonic Electric Works Co., Ltd. and SANYO Electric Co., Ltd.; 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; natural disasters including earthquakes,
prevalence of infectious diseases throughout the world and other events
that may negatively impact business activities of the Panasonic Group;
as well as direct or indirect adverse effects of the Great East Japan
Earthquake on the Panasonic Group in terms of, among others, component
procurement, manufacturing, distribution, economic conditions in Japan
including consumer spending and sales activities overseas. The factors
listed above are not all-inclusive and further information is contained
in Panasonic's latest annual reports, Form 20-F, and any other reports
and documents which are on file with the U.S. Securities and Exchange
Commission.
In order to be consistent with generally accepted financial reporting
practices in Japan, operating profit (loss) is presented in accordance
with generally accepted accounting principles in Japan. The company
believes that this is useful to investors in comparing the company's
financial results with those of other Japanese companies. Under United
States generally accepted accounting principles, expenses associated
with the implementation of early retirement programs at certain domestic
and overseas companies, and impairment losses on long-lived assets are
usually included as part of operating profit (loss) in the statement of
income
