Panasonic to Absorb Wholly-Owned Subsidiary
19 Dicembre 2008 - 8:30AM
Business Wire
Panasonic Corporation (Panasonic)(NYSE:PC) today announced that its
Board of Directors has decided that Panasonic will absorb Panasonic
Semiconductor Device Solutions Co., Ltd. (PSCDS), a wholly-owned
subsidiary of Panasonic. The merger is expected to take effect on
April 1, 2009. Details of the merger are outlined below. 1. Purpose
of merger Under the three-year mid-term management plan GP3,
starting from fiscal 2008, Panasonic aims for achieving global
excellence by accelerating growth strategies and implementing
initiatives for innovating management quality, based on the concept
of �steady growth with profitability.� With the aim of enhancing
the automobile camera business, in which the market is expected to
grow, Panasonic will absorb PSCDS, which undertakes the camera
module business. Through this merger, Panasonic will realize the
vertically integrated business model from semiconductors such as
image sensors to camera modules and utilize its semiconductor
process and mounting technologies in camera modules, thereby
strengthening the company�s cost competitiveness. As management
reforms, Panasonic will aim to reduce duplication of work and
improve efficiency by unifying its indirect operations, and
proactively promote broad exchanges of personnel and human
resources development. This will ensure that Panasonic enhances its
global competitiveness in the automobile camera business and
accelerate its growth strategies. 2. Details of merger (1) Merger
schedule December 19, 2008 Board of Directors meet to vote on
merger December 19, 2008 Signing of merger agreement April 1, 2009
(planned) Effective date of merger (Note: The merger will be
conducted through the simplified procedures provided under the
Company Law of Japan, by which resolutions of the shareholders�
meeting of Panasonic and PSCDS will not be made.) (2) Method of
merger Panasonic, as the continuing company, will absorb PSCDS,
which will be subsequently dissolved and become an internal
divisional company of Panasonic. (3) Treatment of stock acquisition
rights and convertible bonds of the expiring company There are no
stock acquisition rights or convertible bonds issued by PSCDS. 3.
Basic information of Panasonic and PSCDS (As of March 31, 2008)
Trade Name � Panasonic (company to absorb) � PSCDS (company to be
absorbed) Principal Lines of Business � Manufacture and sale of
electronic and electric equipment � Design, development,
manufacture and sale of audio, visual and authentication applied
composite parts and devices Date of Incorporation � December 15,
1935 � October 1, 2003 Principal Office � Kadoma-shi, Osaka, Japan
� Yokohama-shi, Kanagawa, Japan Representative � Fumio Ohtsubo,
President � Akinobu Minagawa, President Capital Stock (million yen)
� 258,740 � 4,500 Shares Issued � 2,453,053,497 � 1 Shareholders�
Equity (million yen) � 3,742,329 (consolidated basis) � 2,203
(non-consolidated basis) Total Assets (million yen) � 7,443,614
(consolidated basis) � 16,784 (non-consolidated basis) Financial
Closing Date � March 31 � March 31 Major Shareholders and
Shareholdings � Moxley & Co. 7.58% � Panasonic 100% The Master
Trust Bank of Japan, Ltd. (Trust account) 5.48% Japan Trustee
Services Bank, Ltd. (Trust account) 3.56% State Street Bank and
Trust Co. � 2.77% � Nippon Life Insurance Co. 2.73% � Notes: 1.
Amounts less than one million yen have been rounded to the nearest
whole million yen amount. 2. As of October 1, 2008, the company
changed its name from "Matsushita Electric Industrial Co., Ltd." to
"Panasonic Corporation." � � 4. Effects of merger on the company�s
financial results Trade Name � Panasonic Corporation Principal
Lines of Business � Manufacture and sale of electronic and electric
equipment Principal Office � Kadoma-shi, Osaka, Japan
Representative � Fumio Ohtsubo, President Capital Stock � No change
shall be made by the merger. Financial Closing Date � March 31
Effect on Financial Outlook � Through this merger, Panasonic will
realize the vertically integrated business model from
semiconductors to camera modules and utilize its semiconductor
process and mounting technologies in camera modules, thereby
strengthening the company�s cost competitiveness and maintaining
the global top share in the automobile camera business. There shall
be no change in the financial outlook for fiscal 2009, ending March
31, 2009. � 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 Securities
Exchange Act of 1934. 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 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; 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 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.
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