Panasonic Corporation (NYSE:PC)(TOKYO:6752)(the "Tender Offeror"
or the "Company") announced that it resolved at its Board of
Directors meeting held on November 4, 2009 to acquire the shares of
SANYO Electric Co., Ltd. (TOKYO:6764)(the "Target") through the
tender offer (the "Tender Offer") as follows:
1. Purpose of the Tender
Offer
(1) Overview of the Tender Offer
The Company entered into the capital and business alliance
agreement as of December 19, 2008 (hereinafter referred to as the
"Capital and Business Alliance Agreement") with the Target, which
is listed on the first section of the Tokyo Stock Exchange, Inc.
(hereinafter referred to as the "Tokyo Stock Exchange") and on the
first section of the Osaka Securities Exchange Co., Ltd.
(hereinafter referred to as the "Osaka Securities Exchange"), for
the purpose of making the Target its subsidiary and, with the
prospect of an eventual restructuring of the organization, forming
a close alliance between the companies. With respect to the
contents of the Capital and Business Alliance Agreement, please see
"(1) Agreements between the Tender Offeror and the Target or its
Directors and a Summary Thereof" of "4. Other Matters" below.
The Company planned to implement a tender offer in the Capital
and Business Alliance Agreement for all of the shares of the Target
(all of the common shares, Class A preferred shares and Class B
preferred shares) subject to, among other conditions, the
completion of the procedures and measures that are required under
domestic and overseas competition laws and regulations, for the
purpose of making the Target its subsidiary. Now, upon near
completion of the procedures and measures that are required under
domestic and overseas competition laws and regulations, and after
confirmation of satisfaction of the conditions for the Company's
commencement of the Tender Offer, which are provided in the Capital
and Business Alliance Agreement, commencement of the Tender Offer
has been resolved at the meeting of the Board of Directors of the
Company held on November 4, 2009. The Company will implement the
Tender Offer for all of the shares of the Target (all of the common
shares, Class A preferred shares and Class B preferred shares),
with 3,070,985,000 of issued shares of the Target being the minimum
number of shares scheduled to be purchased, as part of the capital
and business alliance between the Company and the Target based on
the Capital and Business Alliance Agreement. Upon a determination
that the minimum number of shares scheduled to be purchased has
been tendered, the total number of share certificates, etc.
tendered shall be calculated, with each Class A preferred share and
each Class B preferred share tendered in this Tender Offer being
deemed as 10 common shares, since the right is conferred on the
Class A preferred shares and Class B preferred shares, to request
the Target to issue common shares of the Target, in exchange for
its acquisition of the relevant preferred shares, at the ratio of 1
preferred share to 10 common shares (hereinafter referred to as the
"Conversion").
The number of issued shares less the number of treasury shares,
in the case of Conversion of all of the above Class A preferred
shares and Class B preferred shares, shall be such number
(hereinafter referred to as the "Aggregate Number of Issued Shares
of the Target on a Fully Diluted Basis") (6,141,969,078 shares) as
is obtained by deducting the number of the treasury shares held by
the Target as of March 31, 2009 (16,084,021 shares), which is
described in the Target's annual securities report for the 85th
term submitted on June 29, 2009, from the sum of (i) the total
number of issued common shares as of June 30, 2009 (1,872,338,099
shares), which is described in the Target's first quarterly report
for the 86th term submitted on August 5, 2009, and (ii) the total
number of such common shares (4,285,715,000 shares) as is obtained
in the case of Conversion of all issued Class A preferred shares
(182,542,200 shares) and issued Class B preferred shares
(246,029,300 shares) as of June 30, 2009, both numbers are
described in the first quarterly report for the 86th term submitted
on August 5, 2009. The minimum number of shares scheduled to be
purchased (3,070,985,000 shares), is equal to the majority of the
Aggregate Number of Issued Shares of the Target on a Fully Diluted
Basis.
Further, the Company plans to convert the Class A preferred
shares and Class B preferred shares of the Target into common
shares after the acquisition thereof through the Tender Offer.
Since no voting rights are granted to Class B preferred shares, the
total number of Target's voting rights will increase by the
Conversion of Class B preferred shares into the common shares.
With respect to the Tender Offer, at the meeting of the Board of
Directors of the Target held on November 4, 2009, the Target
resolved to announce its opinion to endorse the Tender Offer.
(2) Background and Reasons for the Implementation of the Tender
Offer and Management Policy after Completion of the Tender
Offer
The Company, as a general electronics maker, through intense
cooperation with each of its domestic and foreign group companies,
is globally developing its manufacturing, sales and service
activity in five (5) segments: Digital AVC Networks (audio and
visual equipment, such as plasma and LCD TVs, BD/DVD recorders,
camcorders, digital cameras, and information and telecommunication
equipment, such as PCs, optical disc drives, multi-function
printers, telephones and mobile phones); Home Appliances (household
appliances, etc., such as refrigerators, room air conditioners,
washing machines, clothes dryers and vacuum cleaners); PEW and
PanaHome (electronic materials and electric industry business, and
building products and homes business); Components and Devices
(semiconductors, general components, electric motors and
batteries); and Other (electronic-components-mounting machines,
industrial robots and other FA equipment, industrial instruments,
etc.). Since its establishment in 1918, the Company has been guided
by its basic management philosophy, which states that the mission
of an enterprise is to contribute to the progress and development
of society and the well-being of people worldwide through its
business activities. On October 1, 2008, the Company changed its
name from Matsushita Electric Industrial Co., Ltd. to Panasonic
Corporation. The Company is now proceeding to unify the Panasonic
brand globally, and using all of its profit, resulting from the
efforts of the entire group, to lead to the improvement of the
value of the Panasonic brand.
On January 10, 2007, the Company published the GP3 Plan, the
mid-term plan that deems the period from fiscal 2008, the year
ended March 31, 2008 to fiscal 2010, the year ending March 31, 2010
as the period for serious phase change to obtain the right to try
for global excellence. All group companies, as one Panasonic, have
been promoting their efforts to realize the major themes:
double-digit growth for overseas sales, four strategic businesses,
manufacturing innovation and the 'eco ideas' strategy. Despite
significant deviations from the initial supposed management
conditions, such as the occurrence of the economic crisis, the
Company has never revised the direction of the plan, including in
the fiscal 2010, the year ending March 31, 2010, which is the last
year of the plan, and is continuing to promote such efforts and
aims for great progress during the time of market recovery.
The Target is developing its activities, such as manufacturing,
sales, maintenance and services, in the Consumer Business Segment
(imaging apparatus, such as TVs and projectors, audio equipment,
information and communications equipment, such as digital cameras
and navigation systems, household appliances, etc., such as
refrigerators, air conditioners and washing machines), Commercial
Business Segment (commercial equipment, such as showcases and
commercial air conditioners, and commercial kitchen equipment,
etc.), Component Business Segment (semiconductors, electronic
components, primary batteries, rechargeable batteries and PV
system, etc.) and Other Business Segment (logistics, maintenance
and information services), and, under the management philosophy:
"We are committed to becoming an indispensable element in the lives
of people all over the world", is aiming to change into a "leading
company for energy and environment" which will contribute to the
global environment and to the lives of people. Especially, the
Target has a large global market share and high level of technology
on a global scale, and is well-established as a leading global
company, with respect to the consumer lithium-ion battery business.
In addition, with respect to the lithium-ion battery business for
HEV (Hybrid Electric Vehicles) and EV (Electric Vehicles), an area
in which rapid market growth is expected in the future,
co-development with domestic and foreign car makers is being
implemented. As well as addressing development and
commercialization of a much more sophisticated system, a new
commercial production line was completed and introduced. In the
photovoltaic systems business, to meet active demand, the Target is
promoting an increase of production capacity for the HIT
(crystalline) solar cell, which is the leading product, by
constructing a new plant, and is promoting commercialization of the
thin-film solar cell to be used for large scale power generation
and industry.
Since its founding in 1947, the Target has been diversifying its
business into the radio, washing machine and television businesses,
and, with the postwar development of the economy, accomplished
remarkable growth, to become a global company in the electronics
industry under the Sanyo brand. However, being affected by the
intensified competition and the price decline of the digital
appliance industry, and losses at the NIIGATA SANYO ELECTRONIC CO.,
LTD. (presently SANYO Semiconductor Manufacturing Co., Ltd.), due
to the Niigata Chuetsu Earthquake in October 2004, the Target was
in urgent need, in fiscal 2006, the year ended March 31, 2006, of
strengthening its financial standing by building up stockholder's
equity and reducing interest-bearing debt, etc. Under such
situation, the Target has been continuing to strengthen its
financial standing, and continuing capital investment and research
and development focusing on its core-business to implement its
growth strategy, by issuing, on March 14, 2006, Class A preferred
shares and Class B preferred shares by way of issuance of new
shares to third parties, the total amount of which was
300,000,000,000 yen and the allottees of which were the Evolution
Investments Co., Ltd., which is a 100 % subsidiary of Daiwa
Securities SMBC Principal Investments Co., Ltd., Oceans Holdings
Co., Ltd., which is an affiliate company of the Goldman Sachs
Group, Inc. and Sumitomo Mitsui Banking Corporation. Further, the
Target formulated the Master Plan on November 27, 2007, which is
the mid-term business strategy for the period from fiscal 2009, the
year ended March 31, 2009 to fiscal 2011, the year ending March 31,
2011, and formulated the Mid-term Management Plan, which is based
on the Master Plan, on May 22, 2008, to ensure its growth as a
global company. Furthermore, in a continuously harsh economic
environment, and considering the economic-stimulus packages,
represented by the Green New Deal, which various advanced countries
have passed and which target the environment and energy-related
fields, the Target now preferentially distributes its resources to
such fields, especially rechargeable batteries for vehicles and
photovoltaic system business, as part of the "Making Strategic
Moves for Future Growth".
The Company and the Target recognize that macroeconomic
uncertainty is increasing and that the competitive business
environment surrounding the two companies is expected to intensify
further due to the general decline in demand resulting from the
global economic recession stemming from the financial crisis, the
pressures on business resulting from a strong yen and rising
material costs, as well as the rise of China and other emerging
markets. Moreover, it is becoming increasingly difficult to sustain
growth alone. The Company and the Target also recognize that not
only should existing strategies be accelerated, but aggressive and
drastic action should also be taken in order to achieve potential
growth. Therefore, the Company and the Target, based upon a common
understanding of the business environment, with the objective of
overcoming a harsh global competitive environment, aiming to
realize, to the full extent, the potential earnings growth rate
and, also, to maximize the corporate values of both the Company and
the Target, agreed to enter into discussions regarding a capital
and business alliance based on the premise of making the Target a
subsidiary of the Company, and made an announcement on November 7,
2008, titled "Panasonic and SANYO Agree to Start Discussions for
Capital and Business Alliance." Thereafter, the Company and the
Target continued to engage in detailed discussions and reviews and
arrived at the conclusion that the best solution for realizing
aspirations for global excellence would be to further strengthen
the foundation for growth through a collaboration between the
companies, by combining the accumulated technologies and
manufacturing knowledge of both companies, and upon resolutions
being passed at meetings of the respective Board of Directors of
each company that were held on December 19, 2008, the Company and
the Target entered into the Capital and Business Alliance
Agreement. Now, upon near completion of the procedures and measures
that are required under domestic and overseas competition laws and
regulations, commencement of the Tender Offer has been resolved at
the meeting of the Board of Directors of the Company held on
November 4, 2009.
The Company and the Target believe that, through this alliance,
strong collaboration between both companies will be established in
a wide range of business fields. The primary synergies currently
expected are as follows:
(i) Solar business
By utilizing the business platform of the
Company, the Company and the Target aim to respond to demand for
solar batteries, an area in which significant future growth is
expected, through (i) further expanding business in the area of
highly efficient HIT (crystalline silicon) solar photovoltaic cells
and modules (batteries) and (ii) the acceleration of development
and commercialization of next-generation solar cells. In addition,
by utilizing domestic and overseas sales platforms of the Company's
group, a significant increase in sales can be expected.
(ii) Rechargeable battery business (mobile energy)
The Target has established its status as a
leading company in the rechargeable battery business, primarily
lithium-ion rechargeable batteries. In addition, the Company has
utilized its original black box technology and expanded its
business globally. By forging this alliance, the companies will
further strengthen their competitiveness through (i) the
introduction of the Target's excellent production technology to the
Company and (ii) the provision of the Company's high-capacity
technology, etc. to the Target. Active investments will be made in
batteries for HEV (Hybrid Electric Vehicle) and EV (Electric
Vehicle), an area in which rapid market growth is expected in the
future, and as part of the Company's group, it is believed that the
Target's collaboration with automakers can be strengthened and
sales significantly expanded.
(iii) Strengthening financial and business position
By way of the Target becoming a member of
the Company's group after the execution of the Tender Offer, (i)
reductions in company-wide procurement costs in areas such as
materials purchasing or (ii) reductions in logistics-related costs
are expected in the Target. In addition, by introducing the
Company's original cost reduction know-how, such as "Itakona" or
"Cost Busters," to the Target, further strengthening of the
financial and business position of the Target can be achieved.
Also, in accordance with the Capital and
Business Alliance Agreement, the Company and the Target have
established a "Collaboration Committee," and the said committee has
been considering, to the extent permitted under the applicable laws
and regulations, various items in order to achieve the expected
outcomes of collaboration between the two companies. After the
execution of the Tender Offer, the Company and the Target will
implement strong measures to put the various items into practice by
way of turning the energy field into a new growth driver and making
the concepts of "creating energy," "storing energy," and "saving
energy" the main pillars. Under these concepts, the companies will
aim to realize integrated energy control for the entire house and
for the entire building. Thereby, Company's group aims to realize a
comprehensive energy solution.
(3) Matters concerning Material Agreements Between the Tender
Offeror and the Shareholders of the Target Regarding the Tender of
the Target's Shares in the Tender Offer
The Company entered into a tender agreement with Evolution
Investments Co., Ltd. (a wholly-owned subsidiary of Daiwa
Securities SMBC Principal investments Co., Ltd.) on March 31, 2009,
under which Evolution Investments Co., Ltd. will tender in the
Tender Offer all of the Class A preferred shares (89,804,900
shares) and a part of the Class B preferred shares (64,134,300
shares) of the Target held by Evolution Investments Co., Ltd.;
provided, however, that the performance by the obligation of
Evolution Investments Co., Ltd. to tender the Target's shares in
the Tender Offer is subject to the following conditions precedent:
(1) all representations and warranties of the Company set forth in
the said tender agreement are true and correct in all material
respects; (2) the Company is not in any material respects in breach
of any of its obligations under the said tender agreement; (3) the
Target's endorsement of the Tender Offer, the Target's
representation to that effect (including the Target's abstention
from publicizing its opinion on the offering price of the Tender
Offer, and the publication of its opinion, with respect to common
shares, that whether to tender the Target's shares in the Tender
Offer is left to the judgment of each shareholder), and the
Target's maintenance of the foregoing; (4) the nonexistence of any
judgment, decision, order, etc. of any court or administrative
agency, or any pending case, prohibiting or restricting Evolution
Investments Co., Ltd. from tendering the shares to be tendered; and
(5) the nonexistence of unpublicized, material facts (as defined in
Paragraph 2, Article 166 of the Financial Instruments and Exchange
Law (Law No. 25 of 1948, as amended), the "Law") with respect to
the Target. (Provided, however, that the tender of the shares to be
tendered in the Tender Offer, which falls under Article 166,
Paragraph 6, Item 7 of the Law shall be excluded.) Unless the
conditions precedent set forth above are satisfied, Evolution
Investments Co., Ltd. will not be obligated to tender the shares of
the Target in the Tender Offer. (Provided, however, that Evolution
Investments Co., Ltd. may waive the performance of all or any part
of the above conditions precedent and still tender the shares of
the Target in the Tender Offer.) There is a possibility that,
instead of tendering said Class B preferred shares, Evolution
Investments Co., Ltd. will convert said Class B preferred shares to
common shares and tender the common shares in the Tender Offer. The
aggregate number of common shares of the Target (1,539,392,000
shares), assuming that the aforementioned Class A preferred shares
and Class B preferred shares are converted into common shares,
would be equivalent to approximately 25.06% (rounded to the second
decimal place) of the Aggregate Number of Issued Shares of the
Target on a Fully Diluted Basis. According to the Amendment Report
No. 13 to the Substantial Shareholding Report filed by Evolution
Investments Co., Ltd. with the Director-General of the Kanto Local
Finance Bureau on October 6, 2009, out of all the Class B preferred
shares held by Evolution Investments Co., Ltd., it converted all
the Class B preferred shares (24,632,300 shares) that it held,
except the Class B preferred shares that it has agreed to tender in
the Tender Offer, into common shares of the Target, acquiring
246,323,000 common shares of the Target.
The Company also entered into a tender agreement with Sumitomo
Mitsui Banking Corporation on April 30, 2009, under which Sumitomo
Mitsui Banking Corporation will tender in the Tender Offer all of
the Class A preferred shares (2,932,400 shares) and a part of the
Class B preferred shares (54,349,700 shares) of the Target held by
Sumitomo Mitsui Banking Corporation; provided, however, that the
obligation of Sumitomo Mitsui Banking Corporation to tender the
Target's shares in the Tender Offer is subject to the following
conditions precedent: (1) all representations and warranties of the
Company set forth in the said tender agreement are true and correct
in all material respects; (2) the Company is not, in any material
respects, in breach of any of its obligations under the said tender
agreement; (3) the Target's endorsement of the Tender Offer, the
Target's representation to that effect (including the Target's
abstention from publicizing its opinion on the offering price of
the Tender Offer, and the publication of its opinion, with respect
to common shares, that whether to tender the Target's shares in the
Tender Offer is left to the judgment of each shareholder), and
Target's maintenance of the foregoing; (4) the nonexistence of any
judgment, decision, order, etc. of any court or administrative
agency, or any pending case, prohibiting or restricting Sumitomo
Mitsui Banking Corporation from tendering the shares to be
tendered; and (5) the nonexistence of unpublicized, material facts
(as defined in Article 166, Paragraph 2 of the Law) with respect to
the Target. (Provided, however, that the tender of the shares to be
tendered in the Tender Offer, which falls under Item 7, Paragraph 6
of Article 166 of the Law shall be excluded.) Unless the conditions
precedent set forth above are satisfied, Sumitomo Mitsui Banking
Corporation will not be obligated to tender the shares of the
Target. (Provided, however, that Sumitomo Mitsui Banking
Corporation may waive the performance of all or any part of the
above conditions precedent and still tender the shares of the
Target in the Tender Offer.). There is a possibility that, instead
of tendering said Class B preferred shares, Sumitomo Mitsui Banking
Corporation will convert said Class B preferred shares to common
shares and tender the common shares in the Tender Offer. The
aggregate number of common shares of the Target (572,821,000
shares), assuming that the aforementioned Class A preferred shares
and Class B preferred shares are converted into common shares,
would be equivalent to approximately 9.33% (rounded to the second
decimal place) of the Aggregate Number of Issued Shares of the
Target on a Fully Diluted Basis.
In addition, the Company entered into a tender agreement with
Oceans Holdings Co., Ltd. (an affiliate of Goldman Sachs Group,
Inc.) on September 18, 2009 under which Oceans Holdings Co., Ltd.
will tender in the Tender Offer all of the Class A preferred shares
(89,804,900 shares) and a part of the Class B preferred shares
(6,876,455 shares) of the Target held by Oceans Holdings Co., Ltd.;
provided, however, that the performance by Oceans Holdings Co.,
Ltd. of the obligation to tender shares is subject to the following
conditions precedent: (1) the nonexistence of any judgment,
decision, order, etc. of any court or administrative agency having
jurisdiction over Oceans Holdings Co., Ltd. prohibiting or
restricting Oceans Holdings Co., Ltd. from tendering the shares to
be tendered; (2) the nonexistence of material facts (as defined in
Article 166, Paragraph 2 of the Law) with respect to the Target
that have not been made public in the manner set forth in Paragraph
4, Article 166 of the Law, (provided, however, that the tender of
the shares to be tendered in the Tender Offer, which falls under
Article 166 , Paragraph 6, Item 7 of the Law shall be excluded);
and (3) among the information received by the executives and
regular employees of Oceans Holdings Co., Ltd. or an affiliate
thereof involved in the decision making process on the disposition
of the Target's shares held by Oceans Holdings Co., Ltd., all
material information concerning the Target's management, operation
or assets that may reasonably be considered to influence the
investment decisions of investors as defined in Article 1,
Paragraph 4, Item 14 of the Cabinet Office Ordinance on Financial
Instruments Business have been made public. Unless the conditions
precedent set forth above are satisfied, Oceans Holdings Co., Ltd.
will not be obligated to tender the shares of the Target in the
Tender Offer. (Provided, however, that Oceans Holdings Co., Ltd.
may waive the performance of all or any part of the above
conditions precedent and still tender the shares of the Target in
the Tender Offer.) The aggregate number of common shares of the
Target (966,813,550 shares), assuming that the aforementioned Class
A preferred shares and Class B preferred shares are converted into
common shares, would be equivalent to approximately 15.74% (rounded
according to the second decimal place) of the Aggregate Number of
Issued Shares of the Target on a Fully Diluted Basis. According to
the Amendment Report No. 25 to the Substantial Shareholding Report
filed by Goldman Sachs Co., Ltd. with the Director-General of the
Kanto Local Finance Bureau on September 24, 2009, out of all the
Class B preferred shares held by Oceans Holdings Co., Ltd., it
converted all the Class B preferred shares (81,890,145 shares) that
it held, except the Class B preferred shares that it has agreed to
tender in the Tender Offer, into common shares of Target, acquiring
818,901,450 common shares of the Target.
(4) Prospects for Delisting and Reasons Therefor
The Target's common shares are listed on the Tokyo Stock
Exchange and the Osaka Securities Exchange. Because the Company has
not set an upper limit on the number of shares that it will
purchase in the Tender Offer, in the event that, as a result of the
Tender Offer, the shares of the Target fall under the standards for
delisting of shares from the Tokyo Stock Exchange or the Osaka
Securities Exchange, there is the possibility that following the
implementation of the specified procedures, the shares of the
Target will be delisted. However, that the Company and the Target
share a common understanding that they will continue to maintain,
for the foreseeable future, even after the Tender Offer, the
listing of the Target's shares on the Tokyo Stock Exchange and the
Osaka Securities Exchange, and the Tender Offer does not
contemplate the delisting of the Target's common shares as a result
of the Tender Offer. In the event that, as a result of the Tender
Offer, it becomes likely that the Target's shares will fall under
such standards for the delisting of shares of the Tokyo Stock
Exchange or the Osaka Securities Exchange, the Company and the
Target will consult each other to seek measures to avoid delisting.
At the present time, the Company does not intend to purchase
further shares, etc. of the Target subsequent to the completion of
the Tender Offer. Further, as described in "(1) Agreements between
the Tender Offeror and the Target or its Directors and a Summary
Thereof" of "4. Other Matters" below, the Company is considering
the prospect of an eventual restructuring of the organization with
the Target. However, at the present time, the Company has no
definite schedule or plan.
(5) Remedies under Competition Laws
The Company and the Target intend to undertake the following
remedies for resolving the competitive concerns pointed out by the
Fair Trade Commission of Japan and the overseas competition law
authorities in the course of their respective investigation of the
Company's acquisition of the Target's shares through the Tender
Offer (hereinafter in this section referred to as the "Share
Acquisition").
(i) Remedy concerning rechargeable portable nickel metal-hydride
batteries
In the course of the investigation of the
Share Acquisition under applicable competition law, each of the
United States Federal Trade Commission, the Ministry of Commerce of
the People's Republic of China (hereinafter referred to as the
"Ministry of Commerce of China"), and the European Commission
pointed out that the Share Acquisition would give rise to
competitive concerns in the market for rechargeable portable nickel
metal-hydride batteries. In order to resolve such concerns, the
Target will transfer to FDK Corporation (hereinafter referred to as
"FDK") all the shares of SANYO Energy Twicell Co., Ltd.
(hereinafter referred to as "SANYO Energy Twicell") which conducts
the business concerning rechargeable portable nickel metal-hydride
batteries. The detailed steps for such transfer are as follows. In
order to enable SANYO Energy Twicell to conduct, as an entity that
is independent of the Target, the business concerning rechargeable
portable nickel metal-hydride batteries, the Target plans to, prior
to the transfer of all the shares of SANYO Energy Twicell to FDK,
(a) have SANYO Energy Twicell succeed to the Target's business
concerning rechargeable portable nickel metal-hydride batteries by
way of the absorption-type company split, (b) have a new company
succeed to the SANYO Energy Twicell's business other than one
concerning rechargeable portable nickel metal-hydride batteries by
way of the incorporation-type company split, (c) acquire all the
shares of such new company, (d) transfer, and grant a license of,
the Target's intellectual property rights related to the business
concerning rechargeable portable nickel metal-hydride batteries to
SANYO Energy Twicell and (e) conduct any other relevant actions.
The Target and FDK announced their execution of the memorandum of
understanding on the relevant transaction on October 28, 2009, and
subject to, among other things, obtaining the approval of the
competition law authority for the share transfer, will carry out
the share transfer on December 21, 2009.
(ii) Remedy concerning cylindrical primary lithium batteries and
coin-shaped rechargeable lithium batteries
In the course of the investigation of the
Share Acquisition under the applicable competition law, each of the
Fair Trade Commission of Japan and the European Commission pointed
out that the Share Acquisition would give rise to competitive
concerns in the market for cylindrical primary lithium batteries or
cylindrical manganese dioxide lithium batteries, a type of
cylindrical primary lithium batteries. Furthermore, in the course
of the investigation of the Share Acquisition under applicable
competition law, each of the Ministry of Commerce of China and the
European Commission pointed out that the Share Acquisition would
give rise to competitive concerns in the market for coin-shaped
rechargeable lithium batteries. In order to resolve such concerns,
the Target will transfer to FDK all the shares of SANYO Energy
Tottori Co., Ltd. (hereinafter referred to as "SANYO Energy
Tottori") that conducts the business concerning cylindrical primary
lithium batteries (with respect to cylindrical primary lithium
batteries, the Target conducts the business only concerning
cylindrical manganese dioxide lithium batteries.) and coin-shaped
rechargeable batteries including coin-shaped rechargeable lithium
batteries and the business of manufacturing electrode plates for
nickel-cadmium batteries. The detailed steps for such transfer are
as follows. In order to enable SANYO Energy Tottori to conduct, as
an entity that is independent of the Target, the business
concerning cylindrical primary lithium batteries and coin-shaped
rechargeable batteries, the Target plans to, prior to the transfer
of all the shares of SANYO Energy Tottori to FDK, (a) have SANYO
Energy Tottori succeed to the Target's business concerning
cylindrical primary lithium batteries and coin-shaped rechargeable
batteries and part of business of manufacturing electrode plates
for nickel-cadmium batteries by way of the absorption-type company
split, (b) transfer, and a grant of license, the Target's
intellectual property right related to the business concerning
cylindrical primary lithium batteries and coin-shaped rechargeable
batteries to SANYO Energy Tottori and (c) conduct any other
relevant actions. The Target and FDK announced their execution of
the memorandum of understanding on the relevant transaction on
October 28, 2009, and subject to, among other things, obtaining the
approval of the competition law authority for the share transfer,
will carry out the share transfer on December 21, 2009.
(iii) Remedy concerning rechargeable nickel metal-hydride
batteries for automotive use
(a) Transfer of Company's business
concerning rechargeable nickel metal-hydride batteries for
automotive use
In the course of the investigation of the
Share Acquisition under applicable competition law, the Ministry of
Commerce of China pointed out that the Share Acquisition would give
rise to competition concerns in the market for rechargeable nickel
metal-hydride batteries for automotive use. As one measure to
resolve the concerns, the Company plans to transfer its business
concerning rechargeable nickel metal-hydride batteries for
automotive use to a third party.
(b) Remedy concerning PEVE undertaken by
the Company
In the course of the investigation of the
Share Acquisition under applicable competition law, the Ministry of
Commerce of China pointed out that the Share Acquisition would give
rise to competition concerns in the market for rechargeable nickel
metal-hydride batteries for automotive use. As one measure to
resolve the concerns, with respect to Panasonic EV Energy Co., Ltd.
(hereinafter referred to as "PEVE"), which is the joint venture by
and between the Company and Toyota Motor Corporation, and which is
in the business of developing, manufacturing, and selling, etc.
rechargeable nickel metal-hydride batteries for automotive use, the
Company will implement measures agreed with the Ministry of
Commerce of China necessary for eliminating the influence by the
Company on the business concerning rechargeable nickel
metal-hydride batteries for automotive use conducted by PEVE.
2. Outline of the Tender Offer and Other
Information
(1) Outline of the Target
(i) Corporate Name SANYO Electric Co., Ltd.
(ii) Head Office 5-5, Keihan-Hondori 2-Chome,Moriguchi City,
Osaka 570-8677, Japan
(iii) Name and Title
ofRepresentative
Executive Director and President
Seiichiro Sano
(iv) Description ofBusiness
Manufacturing and sales of various electronic equipments
(v) Paid-in Capital
322,242 million yen (as of March 31, 2009)
(vi) Date Established
April 1, 1950
(vii) MajorShareholders
andShareholding Ratio
(As of March 31,2009)
(The numbers of shares owned)
Evolution Investments Co.,
Ltd.
Oceans Holdings Co., Ltd.
Sumitomo Mitsui Banking
Corporation
Japan Trustee Services Bank, Ltd.
(trust account 4G)
Sanyo Electric Employees
Stockholders' Association
Japan Trustee Services Bank, Ltd.
(trust account)
Nippon Life Insurance Company
The Master Trust Bank of Japan,
Ltd. (trust account)
Sumitomo Life Insurance
Company
Resona Bank, Ltd.
7.76%
7.76%
4.99%
3.73%
2.20%
2.14%
1.71%
1.31%
1.30%
1.14%
(The number of voting rights
owned)
Evolution Investments Co.,
Ltd.
Oceans Holdings Co., Ltd.
Japan Trustee Services Bank, Ltd.
(trust account 4G)
Sumitomo Mitsui Banking
Corporation
Sanyo Electric Employees
Stockholders' Association
Japan Trustee Services Bank, Ltd.
(trust account)
Nippon Life Insurance Company
The Master Trust Bank of Japan,
Ltd. (trust account)
Sumitomo Life Insurance
Company
Resona Bank, Ltd.
24.47%
24.47%
2.34%
1.98%
1.38%
1.34%
1.07%
0.82%
0.82%
0.71%
(Note1)
Evolution Investments Co., Ltd. is
a subsidiary of Daiwa Securities SMBC Principal Investments Co.,
Ltd., and Oceans Holdings Co., Ltd. is an affiliate company of the
Goldman Sachs Group, Inc.
(Note2)
Amendment Report No. 25 to the
Substantial Shareholding Report was filed by Goldman Sachs Co.,
Ltd. with the Director-General of the Kanto Local Finance Bureau on
September 24, 2009. According to the said Amendment Report, as of
September 18, 2009, Oceans Holdings Co., Ltd exercised its
acquisition request rights conferred to the 81,890,145 shares out
of the Class B preferred shares held by Oceans Holdings Co., Ltd.
to acquire 818,901,450 shares of common shares of the Target.
(Note3)
Amendment Report No. 13 to the
Substantial Shareholding Report was filed by Evolution Investments
Co., Ltd. with the Director-General of the Kanto Local Finance
Bureau on October 6, 2009. According to the said Amendment Report,
as of September 30, 2009, Evolution Investments Co., Ltd exercised
its acquisition request rights conferred to the 24,632,300 shares
out of the Class B preferred shares held by Evolution Investments
Co., Ltd. to acquire 246,323,000 shares of common shares of the
Target.
(viii) Relationshipsbetween the
listedcompany and theTarget
CapitalRelationship
There is no capital relationship that should be described herein
between the Company and the Target. In addition, there is no
capital relationship that should be described herein between the
parties related to or affiliated with the Company and the parties
related to or affiliated with the Target.
PersonnelRelationship
There is no personnel relationship that should be described herein
between the Company and the Target. In addition, there is no
personnel relationship that should be described herein between the
parties related to or affiliated with the Company and the parties
related to or affiliated with the Target.
TransactionRelationship
The Company conducts sales and purchase transactions of finished
products, merchandise, material, etc. with Target.
Status as aRelated Party
The Target is not a Related Party of the Company. In addition,
parties related to or affiliated with the Target are not Related
Parties of the Company.
(2) Tender Offer Period
(i) Tender Offer Period determined at time of filing of the
Statement
From November 5, 2009 (Thursday) through
December 7, 2009 (Monday) (22 business days)
(ii) Possible extension of Tender Offer Period at Target's
request
If the Target submits an opinion report
including a request for an extension of the tender offer period
(hereinafter referred to as the "Tender Offer Period") pursuant to
the provisions of Article 27-10, Paragraph 3 of the Law, the Tender
Offer Period will be for 30 business days through December 17
(Thursday), 2009.
(3) Tender Offer Purchase
Price
Common shares: 131 yen per share Class A preferred shares:
1,310 yen per share Class B preferred shares: 1,310 yen per share
(4) Calculation Base, Etc. of Tender Offer Purchase Price
(i) Basis of Calculation
The Company had discussed the possibility
of establishing a capital and business alliance with the Target, in
order to pursue synergies towards increased global competitiveness
and to maximize corporate value through further enhancement of
growth potential and on November 7, 2008, the Company agreed to
enter into discussions regarding a capital and business alliance.
On December 19, 2008, the Company received a valuation report from
Merrill Lynch Japan Securities Co., Ltd. (hereinafter referred to
as "MLJS," and with respect to fees payable to MLJS, please see
Note 1 below). In addition to the results of the valuation
conducted by MLJS, the Company comprehensively took into account
factors including (i) the results of due diligence on the Target
concerning its business, legal, financial matters, (ii) possibility
of endorsement of the Tender Offer by the Target, (iii) discussions
with the Target including those on the terms and conditions of the
Tender Offer, (iv) the results of discussions and negotiations with
Evolution Investments Co., Ltd., Oceans Holdings Co. Ltd. and
Sumitomo Mitsui Banking Corporation, which are the major
shareholders of the Target, and (v) the prospect of the Tender
Offer, and the Company determined, at the Board of Directors'
meeting held on December 19, 2008, the purchase prices for the
Tender Offer, and then entered into the Capital and Business
Alliance Agreement on December 19, 2008. Furthermore, on December
19, 2008, the Company received a fairness opinion letter from MLJS
to the effect that, subject to certain assumptions, the purchase
prices determined at the Board of Directors' meeting held on
December 19, 2008, were fair from a financial point of view to the
Company. Thereafter, the Company took necessary procedures and
measures in Japan, the United States, Europe, China and various
other countries under applicable Japanese or foreign competition
law, and through the process described below, the Company
redetermined the purchase prices for the Tender Offer and extended
the Capital and Business Alliance Agreement with the Target on
September 30, 2009. The purchase prices determined on December 19,
2008, and the purchase prices redetermined on September 30, 2009
are the same amount.
In redetermining the purchase prices of
the common shares, Class A preferred shares and Class B preferred
shares for the Tender Offer on September 30, 2009, the Company
requested MLJS to submit a valuation report regarding the share
valuation of the Target, as reference material for determining the
purchase prices. According to the valuation report submitted by
MLJS to the Company on September 30, 2009, MLJS conducted the share
valuation of the Target, performing an average market price
analysis, a comparable company analysis and a discounted cash flow
analysis (hereinafter referred to as "DCF analysis"), based upon
and subject to the financial data and financial forecasts provided
to it by the Company and certain other factors and assumptions.
MLJS derived a range of implied valuation per share of the Target's
common shares of 145 yen to 227 yen under the average market price
analysis (based on the stock price as of a record date and the
respective average stock prices during one month, three months and
six months preceding the record date, where the record date is
October 31, 2008, that is, the business day immediately preceding
November 1, 2008, on which a newspaper reported the Tender Offer),
21 yen to 98 yen under the comparable company analysis, and 126 yen
to 246 yen under the DCF analysis. These results under the DCF
analysis include the synergies that the Company expects. Moreover,
the results are based on the assumption that one Class A preferred
share and one Class B preferred share will each be converted into
ten (10) common shares. MLJS has provided supplementary explanation
regarding the assumptions, disclaimers and other matters in
connection with the share valuation. For further details, please
see Note 2 below.
In considering the purchase prices for the
Tender Offer, the Company placed the most importance on the results
under the DCF analysis, and the Company considered the purchase
prices within the scope of such result, taking into account that
(i) there is a possibility that the result of valuation under the
average market price analysis fails to reflect sufficiently the
dilution resulting from conversions of the Target's Class A
preferred shares and Class B preferred shares and (ii) the result
of valuation under the comparable company analysis fails to reflect
the Target's future earning power and growth potential,
sufficiently, while (iii) the result of valuation under the DCF
analysis entertains the dilution resulting from conversions of the
Target's Class A preferred shares and Class B preferred shares,
reflects the Target's future earning power and growth potential,
and entertains synergies. In addition to the results of the share
valuation conducted by MLJS, the Company comprehensively took into
account factors including the results of additional due diligence
conducted to examine the situation after December 19, 2008, and the
Company determined at the Board of Directors' meeting held on
September 30, 2009, the purchase price of the common shares to be
131 yen per share, the purchase price of the Class A preferred
shares to be 1,310 yen per share and the purchase price of the
Class B preferred shares to be 1,310 yen per share, for the Tender
Offer. Furthermore, on September 30, 2009, the Company received a
fairness opinion letter from MLJS to the effect that, subject to
certain assumptions, the purchase prices for the Tender Offer were
fair from a financial point of view to the Company.
Taking into account the prevailing
situation after September 30, 2009, the Company resolved, at its
Board of Directors' meeting held on November 4, 2009, the
commencement of the Tender Offer under certain terms and
conditions, including the above-stated purchase prices decided on
at the Board of Directors' meeting of the Company held on September
30, 2009.
The purchase prices for the Tender Offer
represent a discount of (i) 42.5% (rounded to the first decimal
place) over the closing price of the common shares of the Target of
228 yen in ordinary trading on the first section of the Tokyo Stock
Exchange on November 2, 2009, which was the business day
immediately preceding November 4, 2009 on which the Company
announced the commencement of the Tender Offer, (ii) 38.5% (rounded
to the first decimal place) over the simple average closing price
of 213 yen (rounded to the whole number) in the previous one-month
period ending on November 2, 2009, or (iii) 43.3% (rounded to the
first decimal place) over the simple average of the closing price
of 231 yen (rounded to the whole number) in the previous
three-month period ending on November 2, 2009.
(ii) Process of calculation
The Company had discussed the possibility
of establishing a capital and business alliance with the Target, in
order to pursue synergies towards increased global competitiveness
and to maximize corporate value through further enhancement of
growth potential and on November 7, 2008, the Company agreed to
enter into discussions regarding a capital and business alliance.
On December 19, 2008, the Company received a valuation report from
MLJS. In addition to the results of the valuation conducted by
MLJS, the Company comprehensively took into account factors
including (i) the results of due diligence on the Target concerning
its business, legal, financial and tax matters, (ii) possibility of
endorsement of the Tender Offer by the Target, (iii) discussions
with the Target including those on the terms and conditions of the
Tender Offer, (iv) the results of discussions and negotiations with
Evolution Investments Co., Ltd., Oceans Holdings Co. Ltd. and
Sumitomo Mitsui Banking Corporation, which are the major
shareholders of the Target, and (v) the prospect of the Tender
Offer, and the Company determined, at the Board of Directors'
meeting held on December 19, 2008, the purchase prices for the
Tender Offer, and then entered into the Capital and Business
Alliance Agreement on December 19, 2008. Furthermore, on December
19, 2008, the Company received a fairness opinion letter from MLJS
to the effect that, subject to certain assumptions, the purchase
prices determined at the Board of Directors' meeting held on
December 19, 2008, were fair from a financial point of view to the
Company. Thereafter, the Company took necessary procedures and
measures in Japan, the United States, Europe, China and various
other countries under applicable Japanese or foreign competition
law, and through the process described below, the Company
redetermined the purchase prices for the Tender Offer and extended
the Capital and Business Alliance Agreement with the Target on
September 30, 2009. The purchase prices determined on December 19,
2008, and the purchase prices redetermined on September 30, 2009
are the same amount.
In determining the purchase prices for the
Tender Offer, the Company recognized the risks in the Target's
business, legal, financial and tax matters through due diligence on
the Target conducted on or before December 19, 2008, and conducted
additional due diligence to examine the situation thereafter, and
analyzed the business plans concerning the Target and its
subsidiaries and affiliates presented by the Target in the course
of these due diligence, and modified such business plans at the
Company's own discretion based on the results of the due
diligence.
In redetermining the purchase prices on
September 30, 2009, the Company received a valuation report from
MLJS. In such valuation report, MLJS conducted the share valuation
of the Target, performing an average market price analysis, a
comparable company analysis and a DCF analysis, based upon the
business plans concerning the Target and its subsidiaries and
affiliates, as modified by the Company at its own discretion.
According to such valuation report, MLJS derived a range of implied
valuation per share of the Target's common shares of 145 yen to 227
yen under the average market price analysis (based on the stock
price as of a record date and the respective average stock prices
during one month, three months and six months preceding the record
date, where the record date is October 31, 2008, that is, the
business day immediately preceding November 1, 2008, on which a
newspaper reported the Tender Offer), 21 yen to 98 yen under the
comparable company analysis, and 126 yen to 246 yen under the DCF
analysis. These results under the DCF analysis include the
synergies that the Company expects. Moreover, the results are based
on the assumption that one Class A preferred share and one Class B
preferred share will each be converted into ten (10) common shares.
MLJS has provided supplementary explanation regarding the
assumptions, disclaimers and other matters in connection with the
share valuation. For further details, please see Note 2 below.
In considering the purchase prices for the
Tender Offer, the Company placed the most importance on the results
under the DCF analysis, and the Company considered the purchase
prices within the scope of such result, taking into account that
(i) there is a possibility that the result of valuation under the
average market price analysis fails to reflect sufficiently the
dilution resulting from conversions of the Target's Class A
preferred shares and Class B preferred shares and (ii) the result
of valuation under the comparable company analysis fails to reflect
the Target's future earning power and growth potential,
sufficiently, while (iii) the result of valuation under the DCF
analysis entertains the dilution resulting from conversions of the
Target's Class A preferred shares and Class B preferred shares,
reflects the Target's future earning power and growth potential,
and entertains synergies. In addition to the results of the share
valuation conducted by MLJS, the company comprehensively took into
account factors including the results of additional due diligence
conducted to examine the situation after December 19, 2008, and the
Company, at the Board of Directors' meeting held on September 30,
2009, ultimately determined the purchase price of the common shares
to be 131 yen per share, the purchase price of the Class A
preferred shares to be 1,310 yen per share and the purchase price
of the Class B preferred shares to be 1,310 yen per share, for the
Tender Offer. Furthermore, on September 30, 2009, the Company
received a fairness opinion letter from MLJS to the effect that,
subject to certain assumptions, the purchase prices for the Tender
Offer were fair from a financial view point to the Company.
Taking into account the prevailing
situation after September 30, 2009, the Company resolved, at its
Board of Directors' meeting held on November 4, 2009, the
commencement of the Tender Offer under certain terms and
conditions, including the above-stated purchase prices decided on
at the Board of Directors' meeting of the Company held on September
30, 2009.
Note 1) MLJS is acting as financial
advisor to the Company in connection with the Tender Offer and will
receive fees from the Company for its services; a substantial
portion of which is contingent upon the consummation of the Tender
Offer.
Note 2) MLJS, which conducted the share
valuation of the Target at the Company's request and submitted a
valuation report and a fairness opinion letter on each of December
19, 2008 and September 30, 2009, has furnished the Company with the
following supplementary explanations concerning the assumptions,
disclaimers and other matters.
MLJS made qualitative judgments as to the
significance and relevance of each analysis and factor performed or
considered by it in the share valuation of the Target. Accordingly,
MLJS's analysis must be considered as a whole and selecting
portions of its analysis could result in an incomplete
understanding of the processes underlying such analysis and its
opinion. MLJS made numerous assumptions with respect to the
Company, the Target, industry performance and regulatory
environment, general business, economic, market and financial
conditions, as well as other matters, many of which are beyond the
control of the Company and involve the application of complex
methodologies and educated judgment.
The preparation of a fairness opinion
letter, and the analysis of a share valuation upon which such
opinion is based, are complex analytical processes involving
various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods
to the particular circumstances, and, therefore, such opinion and
accompanying analysis are not readily susceptible to partial
analysis or summary description. No company, business or
transaction used in those analyses as a comparison is identical to
the Company, the Target or the transaction contemplated herein, nor
is an evaluation of the results of those analyses entirely
mathematical: rather, it involves complex considerations and
judgments concerning financial and operating characteristics and
other factors that could affect the transactions, public trading or
other values of the companies, business segments or transactions
being analyzed. The estimates contained in those analyses and the
ranges of valuations resulting from any particular analysis are not
necessarily indicative of actual results or values or predictive of
future results or values, which may be significantly more or less
favorable than them. In addition, analyses relating to the value of
business or securities are not appraisals and may not reflect the
prices at which business, companies or securities actually may be
sold. Accordingly, these analyses and estimates are inherently
subject to substantial uncertainty.
In preparing its opinion and the analysis
upon which such opinion is based, MLJS has assumed the accuracy and
completeness of all information supplied to it by the Company and
the Target or made publicly available, and has not undertaken an
independent evaluation or appraisal of any particular asset or
liability or been furnished with any such evaluation or appraisal.
With respect to the information concerning financial forecasts by
the Company and the Target and synergies expected to result from
the Tender Offer, MLJS has assumed that they have been reasonably
prepared and reflect the best currently available estimates and
judgment of the Company's or the Target's management. MLJS's
opinions and valuation reports were based upon economic conditions
as they exist on, and on the information made available to it as
of, the relevant date of such opinions and reports.
MLJS's opinions and valuation reports are
solely for the use and benefit of the Board of Directors of the
Company in its evaluation of the purchase prices for the Tender
Offer. MLJS's opinions and valuation reports do not address the
merits of the underlying decision by the Company to engage in the
Tender Offer, nor do they constitute a recommendation to any
shareholder of the Target as to whether such shareholder should
tender any shares pursuant to the Tender Offer or any other matter.
MLJS's opinions and valuation reports may not be relied upon by any
shareholders of the Target or any other person.
(iii) Relationship with Valuation Institution
MLJS, which is acting as financial advisor
(the valuation institution) to the Company, does not have any
material interest in the Tender Offer (with respect to fees payable
to MLSJ, please see Note 1) above.)
(5) Number of Share Certificates,
Etc. Scheduled to be Purchased
Number of shares scheduledto be
purchased
Minimum number of sharesscheduled
to be purchased
Maximum number of sharesscheduled
to be purchased
3,070,985,000 (shares) 3,070,985,000 (shares) N/A
Note 1) If the total number of share certificates, etc. tendered
in this Tender Offer is less than the minimum number of shares
scheduled to be purchased (3,070,985,000 shares), none of the
tendered share certificates, etc. will be purchased by the Tender
Offeror. If the total number of share certificates, etc. tendered
in this Tender Offer exceeds the minimum number of shares scheduled
to be purchased, all of the tendered share certificates, etc. will
be purchased by the Tender Offeror. Upon a determination that the
minimum number of shares scheduled to be purchased has been
tendered, the total number of share certificates, etc. tendered
shall be calculated, with each Class A preferred share and each
Class B preferred share tendered in this Tender Offer being deemed
as 10 common shares, since the right to request the conversion to
common shares of the Target is conferred on the Class A preferred
shares and Class B preferred shares respectively. Furthermore, the
minimum number of shares scheduled to be purchased (3,070,985,000
shares) is equal to a majority of the Aggregate Number of Issued
Shares of the Target on a Fully Diluted Basis.
Note 2) Shares less than one unit are also subject to the Tender
Offer.
Note 3) The Tender Offeror does not plan to purchase treasury
shares held by the Target through the Tender Offer.
Note 4) It is possible that prior to the final day of the Tender
Offer Period, all or part of the Class A preferred shares and Class
B preferred shares may be converted to common shares; and common
shares in the Target issued or transferred due to such Conversion
are also subject to the Tender Offer.
Note 5) The maximum number of shares certificates, etc. of the
Target to be purchased by the Tender Offeror through the Tender
Offer is such number of shares (6,141,969,078 shares) as is
obtained by adding (x) the total number of common shares
(4,285,715,000 shares) as is obtained in the event of the
conversion to common shares of all of the issued Class A preferred
shares (182,542,200 shares) and Class B preferred shares
(246,029,300 shares) as of June 30, 2009, described in the Target's
first quarterly report for the 86th term submitted on August 5,
2009 to (y) the total number of issued common shares as of June 30,
2009 (1,872,338,099 shares), described in the same report, minus
(z) the number of treasury shares held by the Target (16,084,021
shares) as of March 31, 2009, described in the Target's annual
securities report for the 85th term submitted on June 29, 2009.
(6) Change in Ownership Percentage
of Share Certificates, Etc. as a Result of Tender Offer
Number of Voting RightsRepresented
by ShareCertificates, Etc. Held by theTender Offeror before the
TenderOffer
N/A
(Ownership Percentage of
ShareCertificates, Etc. before theTender OfferN/A)
Number of Voting RightsRepresented
by ShareCertificates, Etc. Held by SpecialRelated Parties before
theTender Offer
1,568 units
(Ownership Percentage of
ShareCertificate, Etc. before theTender Offer0.03%)
Number of Voting RightsRepresented
by ShareCertificates, Etc. Scheduled to bePurchased
3,070,985 units
(Ownership Percentage of
ShareCertificate, Etc. after the TenderOffer50.04%)
Total Number of Voting Rights
ofShareholders, Etc. of the Target
3,669,611 units
Note 1) The "Number of Voting Rights Represented by Share
Certificates, Etc. Held by the Tender Offeror before the Tender
Offer" is the number of voting rights relating to the number of
shares scheduled to be purchased for the Tender Offer.
Note 2) The "Number of Voting Rights Represented by Share
Certificates, Etc. Held by Special Related Parties before the
Tender Offer" is the total number of voting rights relating to
share certificates, etc. owned by each special related party
(including share certificates, etc. in cases stipulated in each
Items of Article 7 Paragraph 1 of Enforcement Order of the
Financial Instrument and Exchange Law (Government Ordinance No. 321
of 1965, as amended, the "Enforcement Order")).
Note 3) 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, 2009, which is described in the
Target's first quarterly report for the 86th term submitted on
August 5, 2009 (indicated therein as 1,000 shares per unit in the
case of common shares, and 100 shares per unit in the case of the
Class A preferred shares). However, that since the shares less than
one unit are also being targeted in the Tender Offer, and since the
Class A preferred shares and the Class B preferred shares are
convertible shares, in calculating both the "Ownership Percentage
of Share Certificate, Etc. before the Tender Offer" and the
"Ownership Percentage of Share Certificate, Etc. after the Tender
Offer," the figure 6,140,445, which is used as the denominator in
the above calculations, is the aggregate of (i) the total number of
voting rights (1,844,189) relating to common shares as of March 31,
2009 as stated in the Target's first Quarterly Report for the 86th
term submitted on August 5, 2009, (ii) the number of voting rights
(10,541) relating to shares less than one unit (10,541,078 shares)
(obtained by deducting the treasury shares less than one unit held
by the Target (21 shares) as of March 31, 2009 as stated in the
Target's annual securities report for the 85th term submitted on
June 29, 2009, from the shares less than one unit (10,541,099
shares) as of March 31, 2009 as stated in the Target's first
quarterly report for the 86th term submitted on August 5, 2009),
and (iii) the total number of voting rights (4,285,715) relating to
common shares in the event that the Class A preferred shares
(182,542,200 shares) and the Class B preferred shares (246,029,300
shares), as of March 31, 2009 as stated in the Target's first
quarterly report for the 86th term submitted on August 5, 2009),
are fully converted to common shares.
Note 4) 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.
(7) Payment for Purchase 402,299 million yen
Note) "Payment for purchase" is the amount calculated by
multiplying the number of shares scheduled to be purchased
(3,070,985,000 shares) by the purchase price per share of 131 yen;
provided, however, that, if the actual total number of tendered
share certificates, etc. exceeds the number of share certificates,
etc. scheduled to be purchased, all of the tendered share
certificates, etc. will be purchased. Consequently, when the
maximum number of shares (6,141,969,078 shares) are purchased, the
payment for purchase will be 804,597 million yen.
(8) Method of Settlement
(i) Name and address of head offices of financial instruments
dealers and banks, etc. responsible for settlement of purchase,
etc.
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku,
Tokyo
(ii) Tender Offer settlement commencement date
December 11, 2009 (Friday)
(Note) If the Target submits an opinion
report including a request for an extension of the Tender Offer
Period pursuant to the provisions of Article 27-10, Paragraph 3 of
the Law, the settlement commencement date will be extended to
December 25, 2009 (Friday).
(iii) Method of settlement
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. are accepted via NOMURAJOY (Note), an internet
service provided by the tender offer agent. A notice of purchase
will be delivered via NOMURAJOY pursuant to the instructions given
on NOMURAJOY's website: (https://www.nomurajoy.jp/). Payment for
the shares will be made in cash. Payment for the proceeds from
sales 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.) If it becomes apparent
that (1) the Tender Offeror cannot be recorded in the shareholders
register as the holder of the Target's tendered preferred shares
for some reason, such as, the said shares were transferred by the
tendering shareholder to a party other than the Tender Offeror, or
(2) a security right or other similar pledge has been created in
the tendered preferred shares, then the Tender Offeror may withhold
the payment of the purchase price, in whole or in part, for the
tendered preferred shares; provided, however, upon a determination
that the minimum number of shares scheduled to be purchased has
been tendered, the total number of share certificates, etc.
tendered shall be calculated to include such preferred shares.
(Note) Upon the merger between the Tender
Offer Agent and JOINVEST Securities Co., Ltd. on November 23, 2009,
NOMURAJOY, which is a service provided by the Tender Offer Agent
only on the Internet, will be started. Share certificates, etc. may
be tendered via NOMURAJOY on November 23, 2009 (inclusive). Share
certificates, etc. tendered via NOMURAJOY will be accepted by the
method shown on the website of NOMURAJOY
(https://www.nomurajoy.jp/). However, even if share certificates,
etc. are tendered using the Internet, share certificates, etc. that
are tendered via Nomura Home Trade, which is an online service of
the Tender Offer Agent, may not be accepted.
(iv) Method of returning share certificates, etc.
(a) In the case of common shares
In the event that all of the tendered
share certificates, etc. are not purchased under the terms and
conditions mentioned in "(i) Conditions set forth in each Item of
Article 27-13, Paragraph 4 of the Law" and "(ii) Conditions of
withdrawal, etc. of Tender Offer, details thereof and method of
disclosure of withdrawal, etc." of "9. Other Conditions and Methods
of Purchase, Etc.," the share certificates, etc. required to be
returned will, promptly on and after the commencement date of
settlement (or the date of withdrawal, etc. in the event of a
withdrawal, etc. of the Tender Offer), be returned by restoring the
record of the shares to its state immediately prior to such
application. (If you would like to transfer the record of the share
certificates, etc. to the account established in any other
financial instruments dealer, please indicate accordingly.)
(b) In the case of preferred shares
In the event that all of the tendered
share certificates, etc. are not purchased under the terms and
conditions mentioned in "(i) Conditions set forth in each Item of
Article 27-13, Paragraph 4 of the Law," and "(ii) Conditions of
withdrawal, etc. of Tender Offer, details thereof and method of
disclosure of withdrawal, etc." of "9. Other Conditions and Methods
of Purchase, Etc.," then the documents provided upon the tendering
of the preferred shares, i.e., the "Registration Certificate" and
the "Written Request for Shareholders' Register Transfer" shall be,
promptly on or after the commencement date of settlement (or the
date of withdrawal, etc. in the event of a withdrawal, etc. of the
Tender Offer), returned by mailing the documents to the addresses
of the tendering shareholders, pursuant to instructions by a
tendering shareholder.
(9) Other Conditions and Methods of Purchase, Etc.
(i) Conditions set forth in each Item of Article 27-13,
Paragraph 4 of the Law
If the total number of the tendered share
certificates, etc. in this Tender Offer is less than the minimum
number of shares scheduled to be purchased (3,070,985,000 shares),
none of the tendered share certificates, etc. will be purchased by
the Tender Offeror. If the total number of the tendered share
certificates, etc. in this Tender Offer exceeds the minimum number
of shares scheduled to be purchased (3,070,985,000 shares), all the
tendered share certificates, etc. will be purchased by the Tender
Offeror. Upon a determination that the minimum number of shares
scheduled to be purchased has been tendered, the total number of
share certificates, etc. tendered shall be calculated, with each of
the Class A preferred shares and each of the Class B preferred
shares tendered in this Tender Offer being deemed as 10 common
shares, since the right to request the Conversion to common shares
of the Target is conferred on the Class A preferred shares and
Class B preferred shares respectively.
(ii) Conditions of withdrawal, etc. of Tender Offer, details
thereof and method of disclosure of withdrawal, etc.
Upon the occurrence of any event listed in
Article 14, Paragraph 1, Items 1.1 through 1.9, Items 1.12 through
1.18, Items 3.1 through 3.8, and Items 4, and in Article 14,
Paragraph 2, Items 3 through 6 of the Enforcement Order, (including
the case where, on or before the day immediately preceding the last
day of the Tender Offer Period, (applicable also the case where the
Tender Offer Period has been extended), (a) the waiting period
under the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (hereinafter referred to as the "United
States Antitrust Act") has not ended, or (b) the Federal Trade
Commission of the United States takes some measure, such as
prohibiting the Share Acquisition, the details of which are
described in "(2) Other Relevant Information Necessary for
Investor's Decision of the Target" of "4. Other Matters"), the
Tender Offeror may withdraw the Tender Offer. In the event that the
Tender Offeror intends to withdraw the Tender Offer, the Tender
Offeror shall give public notice electronically, and then post a
notice in The Nihon Keizai Shimbun that such public notice has been
made; provided, however, that, if it is impracticable to give such
notice by the last day of the Tender Offer Period, the Tender
Offeror shall make a public announcement pursuant to Article 20 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, the "TOB Order") and give
public notice forthwith.
(iii) Conditions for reduction of price of purchase, etc.
details thereof and method of disclosure of reduction
Pursuant to Article 27-6, Paragraph 1,
Item 1 of the Law, if the Target takes any action enumerated in
Article 13, Paragraph 1 of the Enforcement Order during the Tender
Offer Period, the Tender Offeror may reduce the price of purchase,
etc. in accordance with the methods provided for in Article 19,
Paragraph 1 of the TOB Order. In the event that the Tender Offeror
intends to reduce the price of purchase, etc., the Tender Offeror
shall give public notice electronically, and then post a notice in
The Nihon Keizai Shimbun that such public notice has been made;
provided, however, that, if it is impracticable to give such notice
by the last day of the Tender Offer Period, the Tender Offeror
shall make a public announcement pursuant to Article 20 of the TOB
Order and give public notice forthwith. If the price of purchase,
etc. is reduced, the Tender Offeror shall purchase any and all
tendered share certificates, etc. at such reduced price, even if
such share certificates, etc. were tendered prior to such public
notice.
(iv) Matters concerning tendering shareholders, etc. right of
cancellation of the tender
Tendering shareholders, etc. may cancel a
tender to the Tender Offer at any time during the Tender Offer
Period. Tendering shareholders, etc. who wish to cancel their
tenders must deliver, or send by mail, a cancellation notice
stating that such tendering shareholder, etc. cancels his/her
tender for the Tender Offer (hereinafter referred to as the
"Cancellation Notice") together with the receipt of tender for the
Tender Offer, to the head office or any branches (excluding
NOMURAJOY, which is a service by the Tender Offer Agent) in Japan
that accepted the tender no later than 3:30 p.m. on the last day of
the Tender Offer Period. Please note that the Cancellation Notice,
if sent by mail, must be received no later than 3:30 p.m. on the
last day of the Tender Offer Period. If tendering shareholders,
etc. wish to cancel any tender made via NOMURAJOY, please conduct
the cancellation procedures by the method shown on the website of
NOMURAJOY (https://www.nomurajoy.jp/) no later than 3:30 p.m. on
the last day of the Tender Offer Period. No compensation for
damages or penalty payments shall be claimed against any tendering
shareholders, etc. by the Tender Offeror in the event that the
tender by a tendering shareholder is cancelled. The cost of
returning the tendered share certificates, etc. shall also be borne
by the Tender Offeror.
(v) Method of disclosure if the terms and conditions, etc. of
the tender offer are changed
If any terms or conditions, etc. of the
Tender Offer are changed, the Tender Offeror shall give public
notice electronically regarding the details, etc. of such changes,
and then post a notice in The Nihon Keizai Shimbun that such public
notice has been made; provided, however, that, if it is
impracticable to give such notice by the last day of the Tender
Offer Period, the Tender Offeror shall make a public announcement
pursuant to Article 20 of the TOB Order and give public notice
forthwith. If any change in the terms and conditions of the Tender
Offer is made, the Tender Offeror shall purchase any and all
tendered share certificates, etc. in accordance with the amended
terms and conditions, etc., even if such share certificates were
tendered prior to such public notice.
(vi) Method of disclosure if amendment statement is filed
If an amendment statement is filed with
the Director-General of the Kanto Local Finance Bureau, except for
in the case provided for in the proviso of Article 27-8, Paragraph
11 of the Law, the Tender Offeror shall forthwith make a public
announcement of the details thereof to the extent relevant to the
details of the public notice of the Tender Offer, in accordance
with the method set forth in Article 20 of the TOB Order. The
Tender Offeror shall also forthwith amend the tender offer
explanatory statement and deliver the amended tender offer
explanatory statement to the tendering shareholders, etc. who have
already received the tender offer explanatory statement; provided,
however, that, if the amendments are small, the Tender Offeror
shall instead prepare a document stating the reason(s) for the
amendments, the matters amended and the details of the description
after the amendment and deliver said document to the tendering
shareholders, etc.
(vii) Method of disclosure of results of the Tender Offer
The Tender Offeror shall make a public
announcement regarding the results of the Tender Offer, in
accordance with the methods provided for in Article 9-4 of the
Enforcement Order and Article 30-2 of the TOB Order, on the day
following the last day of the Tender Offer Period.
(10) Date of the Public Notice of the Commencement of Tender
Offer
November 5, 2009 (Thursday)
(11) Tender Offer Agent
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku,
Tokyo
3. Policies, Etc. After the
Tender Offer and Prospects for the Future
With respect to the Policies, Etc. After the Tender Offer and
Prospects for the Future, please refer to "1. Purpose of the Tender
Offer."
4. Other
Matters
(1) Agreements between the Tender Offeror and the Target or its
Directors and a Summary Thereof
With respect to the Tender Offer, at the meeting of the Board of
Directors of the Target held on November 4, 2009, the Target
resolved to announce its opinion to endorse the Tender Offer.
The Company and the Target entered into the Capital and Business
Alliance Agreement on December 19, 2008. In the same agreement, the
matters briefly described as follows have been agreed to:
(i) The Company will acquire a majority of the voting rights of
all shareholders of the Target (hereinafter referred to as the
"Transactions") to make the Target its subsidiary and, will form a
close alliance with the Target which may lead to an eventual
restructuring of the organization, such as a merger with the
Target, etc.;
(ii) The Company shall commence the Tender Offer subject to the
Target's endorsement of the Tender Offer and the Target's
representation to that effect; provided, however, that the Target
may reserve its opinion on the purchase prices for the Tender Offer
or state that shareholders should each decide whether or not to
tender their common shares to the Tender Offer;
(iii) The Target represents, discloses and maintains its
intention to endorse the Tender Offer subject to (a) the Tender
Offer being lawful in accordance with the applicable laws inside
and outside Japan, (b) the purchase prices for the Tender Offer
being judged not to fall below a price considered appropriate upon
the representation of intent to endorse the Tender Offer, (c) no
third parties making a proposal that is reasonably judged to be
more beneficial for the Target's shareholders by improvement of the
Target's corporate value than the Transaction and (d) a possible
breach of the Target's directors' obligation of due care of a good
manager or other similar obligations does not exist in respect of
the Target's representation of its intent to endorse the Tender
Offer;
(iv) The Target must not provide information to any other party,
consider transacting with any other party or conduct other
transactions, etc. that conflict with the Transactions or that
materially interfere with the conducting of the Transactions
(hereinafter referred to as the "Competitive Transactions") with
any third party other than the Company until the completion of the
Transactions; provided, however, that, if it is unavoidable for the
Target to accept a proposal concerning Competitive Transactions and
if the Target reasonably judges that the contents of the proposed
Competitive Transactions presented by a party other than the
Company will be more beneficial for the shareholders of the Target
than the Transactions, the Target shall consult with the Company in
good faith;
(v) Excluding transactions, etc. separately agreed to by and
between the Company and the Target, until the completion of the
Transactions, the Target shall conduct the business of the Target
and its subsidiary as it has done in the past in the ordinary
course of business and shall make its subsidiaries do the same, and
the Target shall not, beyond the ordinary course of the business,
dispose of any material assets, bear debts or liabilities or
conduct any other matters that may have a material adverse affect
on the Target's business, assets or liabilities on a consolidated
basis, consolidated financial conditions, consolidated operating
results, consolidated cash flow or future profit plan and shall
make its subsidiaries do the same;
(vi) The Company and the Target shall immediately set up a
"Collaboration Committee" after the execution of the Capital and
Business Alliance Agreement and shall consider matters with respect
to the management policy and control environment after the
completion of the Transactions at the time and to the extent that
is permitted under applicable laws and regulations in Japan and
overseas;
(vii) With respect to the matters which require negotiation with
the Fair Trade Commission, foreign countries' competition law
authorities and other supervising authorities, or permission from
supervising authorities on antitrust laws or competition laws in
Japan or overseas in connection with the Transactions, either the
Company or the Target (whichever is obliged to respond to such
matter pursuant to the relevant laws and regulations), shall
perform necessary procedures under its own responsibility through
consultation between the Company and the Target; and
(viii) Following matters when the Transactions are completed
(a) Even if the
Transactions are completed, the Company and the Target shall
confirm that their common recognition is that common shares of the
Target will remain listed for the time being. In the case where the
requirement for remaining listed of common shares of the Target
cannot be met as a result of the Tender Offer, the Company and the
Target shall discuss the measures to be taken to avoid
delisting.
(b) Even if the
Transactions are completed, the Company and the Target shall
maintain the Target's corporate name and SANYO brand while the
Target remains listed.
(c) The Company and the
Target shall discuss the Target's personnel affairs of new officers
of the Target including dispatch of directors and auditors from the
Company to the Target.
(d) The Company and the
Target shall discuss the treatment of the Target's current
directors, auditors and executive officers excluding those who have
been appointed or seconded from preferred shareholders based on the
basic policy that they will continue to be engaged in business
operations.
(e) The Company plans a
100 billion yen-scale investment for collaboration with the Target
for the purpose of acceleration of synergy realization. However,
the specific content, details of timing of implementation and so
forth shall be determined by consultation between the Company and
the Target.
(f) Even if the
Transactions are completed, the common recognition of the Company
and the Target is that the Target will voluntarily operate its
business in accordance with the mid-term management plan adopted by
the Target in May 2008. In the case where it is objectively
recognized that the said mid-term management plan has not been
achieved or it is extremely difficult to achieve it, the Company
and the Target shall discuss faithfully and make a decision on the
method of the collaboration in light of maximizing value for the
business group.
(2) Other Relevant Information Necessary for Investor's Decision
of the Target
(i) The Tender Offeror is required to file a Premerger
Notification Form concerning business combination with the
Antitrust Division of the United States Department of Justice and
the Federal Trade Commission (hereinafter collectively referred to
as the "United States Antitrust Agencies") prior to the acquisition
of the shares of the Target through the Tender Offer (hereinafter
referred to as the "Share Acquisition" in this section) pursuant to
the United States Antitrust Act. Within 15 days after the receipt
of such Premerger Notification Form, the United States Antitrust
Agencies will determine whether or not to conduct a more detailed
investigation (the second-phase investigation). If the United
States Antitrust Agencies decide to conduct the second-phase
investigation within 15 days of the receipt of the Premerger
Notification Form, one of the United States Antitrust Agencies will
make a request for additional materials (the second request) from
the Tender Offeror and conduct the second-phase investigation. In
such case, unless one of the United States Antitrust Agencies take
measures such as prohibition of the Share Acquisition during a
certain waiting period, the Tender Offeror may carry out the Share
Acquisition after the termination of the aforementioned certain
waiting period. The Premerger Notification Form concerning the
Share Acquisition was received by the United States Antitrust
Agencies on February 9, 2009 (local time). Subsequently, the
Federal Trade Commission issued to the Tender Offeror a second
request on February 24, 2009 (local time), and conducted the
second-phase investigation. In the course of the second-phase
investigation, the Tender Offeror proposed the remedy as described
herein under "(5) Remedies under Competition Laws" of "1. Purpose
of the Tender Offer" above to the Federal Trade Commission.
Although the investigation by the Federal Trade Commission is
currently still continuing, focused on the said proposed remedy, it
is expected that the aforementioned waiting period will terminate
without measures such as prohibition of the Share Acquisition being
taken by the Federal Trade Commission within the Tender Offer
Period determined at time of filing of the Statement as described
herein under "(2) Tender Offer Period" (i) of "2. Outline of the
Tender Offer and Other Information."
(ii) The Tender Offeror entered into the tender agreement with
Evolution Investments Co., Ltd., Sumitomo Mitsui Banking
Corporation and Oceans Holdings Co., Ltd. respectively. With
respect to outline of the tender agreements, please refer to "(3)
Matters concerning Material Agreements Between the Tender Offeror
and the Shareholders of the Target Regarding the Tender of the
Target's Shares in the Tender Offer" of "1. Purpose of the Tender
Offer."
(iii) According to the announcement titled "SANYO Makes Basic
Agreement on Corporate Split of SANYO Subsidiaries (SANYO Energy
Twicell and SANYO Energy Tottori) and Transfers of Subsidiaries'
Stock" made by the Target on October 28, 2009, the Target resolved
at its board of directors meeting held on October 28, 2009 to enter
into a master agreement with FDK for the purpose of transferring to
FDK (a) the business relating to nickel-metal hybrid batteries
other than those for use in automobiles, (b) the business relating
to cylindrical primary lithium batteries and coin-shaped
rechargeable batteries (c) part of the business of manufacturing
electrode plates for nickel-cadmium batteries. For the outline of
the transfer under the said master agreement, please refer to (i)
and (ii) of "(5) Remedies under Competition Laws" of "1. Purpose of
the Tender Offer."
(iv) The Target announced its "Consolidated Financial Results
for the Second Quarter of Fiscal Year ending March 2010" on October
29, 2009. According to the announcement, Sanyo's consolidated
business results for the second quarter of the fiscal year ending
March 2010 are as follows. The information below has not been
audited by Sanyo's audit firm pursuant to Article 193-2 of the Law.
In addition, the information below is extracted from the
announcement made by the Target, and the Tender Offeror is not in a
position to verify the accuracy and the validity thereof and has
not verified the same.
The Consolidated Business Results for the Second Quarter of the
Fiscal Year ending March 2010 (April 1, 2009 through September 30,
2009)
(a) Consolidated Business Results
(Cumulative)
(Unit: Millions of Yen)
Six months ended September
30,2009
Net sales 784,004 Operating income 3,346
Income (loss) from
continuingoperations, before taxes
(30,619)
(b) Consolidated Financial
Position
As of September 30, 2009
Total assets (Millions of Yen)
1,393,668
Stockholders' equity (Millions
ofYen)
111,757
Stockholders' equity ratio
8.0%
Stockholders' equity per
share(Yen)
(18.51)
(Insider Trading Regulations) In accordance with the
provisions of Article 167, Paragraph 3 of the Financial Instruments
and Exchange Law and Article 30 of its Enforcement Regulations,
anyone having read this Press Release is considered a primary
recipient of information from the viewpoint of insider trading
regulation. The Company accordingly urges you to exercise due care
as you may be prohibited from purchasing the shares of SANYO
Electric Co., Ltd. before 12 hours have passed from the time of the
announcement of this Press Release (announcement of this Press
Release shall be deemed to be the time at which this Press Release
is disclosed through the service for inspection of disclosed
information by Tokyo Stock Exchange at 3:30 p.m of November 4,
2009). If you are held liable under criminal, civil, or
administrative laws for making such a prohibited purchase, the
Company notes that it will assume no responsibility whatsoever.
(Restrictions on Solicitation) This Press Release is to
announce the Company and has not been prepared for the purpose of
soliciting an offer to sell shares. If shareholders wish to make an
offer to sell their shares, they should first read the Tender Offer
Explanatory Statement for the Tender Offer and offer their shares
for sale at their own discretion. This Press Release shall neither
be, nor constitute a part of, an offer to sell or solicitation
thereof, or a solicitation of an offer to purchase, any securities,
and neither this Press Release (or a part thereof) nor its
distribution shall be interpreted to be the basis of any agreement
in relation to the Tender Offer, and this Press Release should not
be relied on at the time of concluding any such agreement.
(Prospect) This Press Release describes prospects based on the
views of the management of the Company at the time the Company
acquires the shares of SANYO Electric Co., Ltd. Actual results may
deviate considerably from such descriptions due to various factors.
(In other Nation) There may be some nations or regions which
legally restrict the announcement, issuance or distribution of this
Press Release. In such case, you are requested to take notice of
those restrictions and comply with the laws and regulations of such
nations or regions. Even receipt by you of this Press Release shall
not be deemed as an offer to purchase, or a solicitation of an
offer to sell, the shares in connection with the Tender Offer, but
shall be deemed as the distribution of information for reference
purposed only.
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 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 SANYO Electric
Co., Ltd. through a tender offer; 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.
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