Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today announced
that its Board of Directors has decided and signed an agreement to
absorb Panasonic Eco Solutions Power Tools Co., Ltd. (PESPT), a
wholly-owned consolidated subsidiary of Panasonic. This merger is
expected to take effect on April 1, 2013.
Details of the merger are
outlined below.
1. Purpose of the Merger
Panasonic aims to expand sales with utilizing the sales channels of the Company mainly in Asia and strengthen the cost competitiveness by commonalizing indirect personnel.
2. Summary of the Merger | ||||
(1) | Schedule of the Merger | |||
December 21, 2012 | Resolution of the Board of Directors on the merger | |||
December 21, 2012 | Signing of the merger agreement | |||
April 1, 2013 (planned) | Effective date of the merger | |||
(Note: The merger will be conducted through a simplified procedure provided under the Company Law of Japan, by which resolutions of the shareholders' meetings of Panasonic and PESPT will not be required.) | ||||
(2) | Method of the merger | |||
Panasonic, as the continuing company, will absorb PESPT, which will be dissolved upon the merger. | ||||
(3) | Allotment in relation to the merger | |||
There shall be no allotment of shares or any other consideration upon the merger. | ||||
(4) | Treatment of stock acquisition rights and convertible bonds of the dissolving company | |||
There are no stock acquisition rights or convertible bonds issued by PESPT. | ||||
3. Basic information of Panasonic and PESPT | |||||||
(As of September 30, 2012) | |||||||
Continuing Company | Dissolving Company | ||||||
(1) | Corporate name | Panasonic Corporation | Panasonic Eco Solutions Power Tools Co., Ltd. | ||||
(2) | Head office |
1006, Oaza Kadoma,
Kadoma City, Osaka, Japan | 33 Oka-machi, Hikone City, Shiga, Japan | ||||
(3) | Name and title of representative | President, Kazuhiro Tsuga | President, Hiroyuki Ando | ||||
(4) | Principal lines of business | Manufacture and sale of electronic and electric equipment, etc. | Manufacture and sales of rechargeable power tool, etc. | ||||
(5) | Stated capital | 258,740 million yen | 450 million yen | ||||
(6) | Date established | December 15, 1935 | April 1, 2009 | ||||
(7) | Number of shares issued | 2,453,053,497 shares | 9,000 shares | ||||
(8) | Fiscal year end | March 31 | March 31 | ||||
(9) | Major shareholders and shareholding ratio |
The Master Trust Bank of Japan, Ltd. (trust account) | 5.17% | Panasonic Corporation 100% | |||
Japan Trustee Services Bank, Ltd. (trust account) | 5.07% | ||||||
Nippon Life Insurance Company | 3.12% | ||||||
Sumitomo Mitsui Banking Corporation | 2.72% | ||||||
SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS | 2.57% | ||||||
(10) | Operating results and financial conditions for the year ended March 31, 2012 |
Panasonic Corporation
(Consolidated, U.S. G.A.A.P.) |
Panasonic Eco Solutions Power Tools Co., Ltd. (Non-consolidated, Japan G.A.A.P.) | ||||
Net assets | 1,977,566 | 154 | |||||
Total assets | 6,601,055 | 1,942 | |||||
Shareholders' equity per share (yen) | 834.79 | 17,110.42 ? | |||||
Net sales | 7,846,216 | 6,196 | |||||
Operating profit | 43,725 | (75) | |||||
Ordinary income | -- | (93) | |||||
Net income (loss) attributable to the company | (772,172) | (174) | |||||
Net income (loss) per share attributable to the company per share (yen) | (333.96) | (19,278.47) |
Notes: | 1. | In millions of yen, unless otherwise specified. | ||
2. | As of September 30, 2012, Panasonic holds 141,368,990 shares of its common stock. | |||
3. | Panasonic's "Shareholders' equity per share" is presented in accordance with the United States Generally Accepted Accounting Principles (U.S. G.A.A.P.). As for PESPT, the amount of "Net assets per share" is stated instead of "Shareholders' equity per share." | |||
4. | With respect to Panasonic, the item "Ordinary income" is omitted since it does not exist under U.S. G.A.A.P., which has been adopted by Panasonic on a consolidated basis. | |||
4. Conditions after the Merger
Panasonic's corporate name, head office, name and title of representative, principal lines of business, stated capital and fiscal year end shall not be changed by this merger.
5. Effect on Financial Outlook
There shall be no effect on the consolidated financial outlook of Panasonic for fiscal year ending March 31, 2013.
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; as well as natural disasters
including earthquakes, prevalence of infectious diseases throughout the
world, disruption of supply chain 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 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.
Panasonic Corporation
Media Contacts:
Megumi
Kitagawa, +81-3-3574-5664 (Japan)
Global Public
Relations Office
or
Panasonic News Bureau (Japan)
Tel:
+81-3-3542-6205
or
Jim Reilly,
+1-201-392-6067(U.S.)
or
Anne Guennewig,
+49-611-235-457 (Europe)
or
Investor Relations
Contacts:
Shozo Mizuno, +81-6-6908-1121 (Japan)
Corporate
Finance & IR Group
or
Panasonic Finance
(America), Inc.
Yuko Iwatsu, +1-212-698-1360 (U.S.)
or
Panasonic
Finance (Europe) plc
Hiroko Carvell, +44-20-3008-6887
(Europe)