Panasonic Corporation (Panasonic)(NYSE:PC) today announced that
its Board of Directors has decided to continue the company's policy
toward Large-scale Purchases of Panasonic shares. This policy,
called the ESV (Enhancement of Shareholder Value) Plan, was
originally announced on April 28, 2005, and since then, the Board
of Directors has announced the continuation thereof each year. As
stated in the April 28, 2005 press release, the ESV Plan reflects
Panasonic's policy toward:
(i)
a purchase of Panasonic shares by a group of shareholders1
with the intent to hold 20% or more of the total voting rights2 of
Panasonic, or
(ii)
a purchase of Panasonic shares resulting in a group of shareholders
holding 20% or more of the total voting rights of Panasonic.
(The ESV Plan does not apply to cases where Panasonic's Board of
Directors has given consent in advance of purchases set out in (i)
or (ii) above.)
In the following outline of the
details of the ESV Plan, a purchase of Panasonic shares set out in
(i) or (ii) above shall be referred to as a Large-scale Purchase,
and a person or a company that intends to conduct a Large-scale
Purchase shall be referred to as the Large-scale Purchaser.
1. Basic Philosophy
Panasonic's Board of Directors
believes that the company's shareholders should make the final
decisions as to whether or not a Large-scale Purchase is
acceptable. If a Large-scale Purchase is to be conducted,
sufficient information should be provided through the Board of
Directors to shareholders so that they may make appropriate
decisions. The Board of Directors intends to assess and examine any
proposed Large-scale Purchase after the information on such
Large-scale Purchase is provided, and subsequently to disclose the
opinion of the Board of Directors, to assist shareholders in making
their decisions. The Board of Directors may negotiate with the
Large-scale Purchaser or offer alternative plans to shareholders,
if it is deemed necessary.
The Panasonic Group recorded
consolidated net sales of 7,418.0 billion yen for fiscal 2010,
ended March 31, 2010, and consists of 679 consolidated subsidiaries
and 384,586 employees on a consolidated basis, as of March 31,
2010. Taking into account the scale of the company's operations and
the wide range of its business fields, Panasonic believes it would
be helpful for shareholders to receive proper information from both
the Large-scale Purchaser and the Board of Directors so that they
may examine the terms of the Large-scale Purchase that may have an
impact on the management of the company, including the adequacy of
the purchase price. The company believes that if a Large-scale
Purchase is to be conducted, shareholders should be made aware of
its potential impact on the future management of the Panasonic
Group, as well as management policies and business plans that the
Large-scale Purchaser wishes to adopt, and the influence on other
various stakeholders such as customers and employees, in order to
determine whether or not the Large-scale Purchase is
acceptable.
Under the basic philosophy mentioned
above, Panasonic's Board of Directors has established rules
concerning Large-scale Purchases of Panasonic shares (hereinafter
referred to as the Large-scale Purchase Rules) as described below.
The Board of Directors will require any Large-scale Purchaser to
comply with these rules. If the Large-scale Purchaser does not
comply with these rules, the Board of Directors intends to take
certain countermeasures.
For your information, please refer to
the major shareholders of Panasonic as described in attachment 1
hereto. Also, please note that as of the present time, Panasonic
has not received any specific proposals for a Large-scale
Purchase.
2. Large-scale Purchase
Rules
Panasonic's Board of Directors
believes that a Large-scale Purchaser should comply with the
Large-scale Purchase Rules for the benefit of all shareholders of
Panasonic. The Large-scale Purchase Rules require that (i) a
Large-scale Purchaser provide sufficient information to the Board
of Directors, and (ii) a Large-scale Purchaser be permitted to
commence the Large-scale Purchase only after the prescribed period
during which the Board of Directors assesses the Large-scale
Purchase.
First, a Large-scale Purchaser is
required to provide Panasonic's Board of Directors with sufficient
information (hereinafter referred to as the Large-scale Purchase
Information) so that the company's shareholders may make decisions
and the Board of Directors may form its opinion regarding such
Large-scale Purchase. The Large-scale Purchase Information includes
the followings:
(1) an outline of the Large-scale Purchaser and its group;
(2) the purposes and conditions of the Large-scale Purchase; (3)
the basis for determination of the purchase price and funds for
purchase; and (4) management policies and business plans which the
Large-scale Purchaser intends to adopt after the completion of the
Large-scale Purchase.
Since details of the Large-scale
Purchase Information may vary depending on each specific
Large-scale Purchase, the Board of Directors, first of all,
requires the Large-scale Purchaser to submit to Panasonic a letter
of intention to comply with the Large-scale Purchase Rules,
specifying the name of the Large-scale Purchaser, address,
governing law of incorporation, the name of the representative,
contact details in Japan and an outline of the proposed Large-scale
Purchase. Within five business days after receipt of such letter,
the Board of Directors will deliver to the Large-scale Purchaser a
list of the Large-scale Purchase Information to be initially
provided by the Large-scale Purchaser. If the information initially
provided by the Large-scale Purchaser is deemed insufficient as
Large-scale Purchase Information, the Board of Directors may
request additional information until it receives sufficient
information with such decision made by referring to advice from
outside professionals, such as lawyers and financial advisors and
fully respecting the opinions of outside directors and corporate
auditors. The Board of Directors will disclose the proposed
Large-scale Purchase and all or part of the Large-scale Purchase
Information submitted to the Board of Directors at the time it
deems appropriate, if such disclosure is considered necessary for
shareholders to make decisions.
After all the Large-scale Purchase
Information is provided, Panasonic's Board of Directors should be
allowed a sixty day period (in the case of the purchase of all
Panasonic shares by a tender offer with cash-only (yen)
consideration) or a ninety day period (in the case of any other
Large-scale Purchase), depending on the difficulty level of
assessment, as the period during which it will assess, examine,
negotiate, form an opinion and seek alternatives (hereinafter
referred to as the Assessment Period). The Large-scale Purchase,
therefore, shall be commenced only after the Assessment Period has
elapsed. The Board of Directors will thoroughly assess and examine
the Large-scale Purchase Information with advice from outside
professionals during the Assessment Period, and disclose its
opinion.
As mentioned above, the Board of
Directors may negotiate with the Large-scale Purchaser in order to
improve the terms of the proposed Large-scale Purchase or it may
offer alternative plans to shareholders, as necessary.
3. Countermeasures against
non-compliance with the Large-scale Purchase Rules
The ESV Plan includes countermeasures
to be taken in the event of non-compliance with the Large-scale
Purchase Rules. In the ESV Plan, non-compliance with the
Large-scale Purchase Rules is the condition triggering Panasonic's
countermeasures, in principle.
If a Large-scale Purchaser does not
comply with the Large-scale Purchase Rules, Panasonic's Board of
Directors may take countermeasures against the Large-scale
Purchaser to protect the interests of all shareholders.
Countermeasures include the implementation of stock splits,
issuance of stock acquisition rights or any other measures that the
Board of Directors is permitted to take under the Company Law in
Japan or other laws and the company's articles of incorporation.
The Board of Directors will make decisions relating to
countermeasures by referring to advice from outside professionals,
such as lawyers and financial advisers and fully respecting the
opinions of outside directors and corporate auditors. The Board of
Directors will adopt specific countermeasures which it deems
appropriate at that time. If the Board of Directors elects to make
a stock split for shareholders as of a certain record date, the
maximum ratio of the stock split shall be five-for-one. If the
Board of Directors elects to issue stock acquisition rights in a
rights offering, the outline of the issuance thereof shall be as
described in attachment 2 hereto. If the Board of Directors elects
to issue stock acquisition rights as a countermeasure, it may
determine the exercise period and exercise conditions of the stock
acquisition rights in consideration of the effectiveness thereof as
a countermeasure, such as the condition not to belong to a specific
group of shareholders including a Large-scale Purchaser.
The purpose of the Large-scale
Purchase Rules is to provide an opportunity for Panasonic's
shareholders to receive necessary information about the Large-scale
Purchase, as well as the opinion and any alternative plans from
Panasonic's Board of Directors, in order to determine whether or
not the Large-scale Purchase is acceptable. Panasonic believes
these rules will benefit shareholders by providing them with
sufficient information to make a decision about a Large-scale
Purchase that may have an impact on the management of the company.
If a Large-scale Purchaser complies with the Large-scale Purchase
Rules, the Board of Directors does not intend to prevent the
Large-scale Purchase at its own discretion, unless it is clear that
such Large-scale Purchase will cause irreparable damage or loss to
Panasonic. As an exception, however, in the event that it is clear
to the Board of Directors that a Large-scale Purchase will cause
irreparable damage or loss to Panasonic and as a result, the Board
of Directors makes a decision to take countermeasures to prevent
such Large-scale Purchase, the Board of Directors will disclose
such decision in a timely and appropriate manner. On making such a
decision, the Board of Directors will refer to advice from outside
professionals, such as lawyers and financial advisers and fully
respect the opinions of outside directors and corporate
auditors.
If the Board of Directors decides
after considering the interest of all shareholders that it would be
appropriate to confirm the desires of the shareholders before
taking the countermeasures stated above, the company will hold a
general meeting of shareholders. If the Board of Directors decides
to hold such a meeting, the company will disclose the fact that a
general meeting of shareholders will be held and the reasons
therefor.
The company believes that the
establishment of the Large-scale Purchase Rules and countermeasures
to be taken in the event of non-compliance with such rules are
reasonable and appropriate in order to protect the legitimate
interests of all Panasonic shareholders. The company recognizes
that the aforementioned countermeasures may cause damage or loss,
economic or otherwise, to a prospective Large-scale Purchaser who
does not comply with the Large-scale Purchase Rules. Thus, the
company is hereby advising in advance against commencing a
Large-scale Purchase that does not comply with the Large-scale
Purchase Rules.
4. Effect on Panasonic's
shareholders and investors
Panasonic does not anticipate that
taking countermeasures will cause shareholders, other than the
Large-scale Purchaser, economic damage or loss of any rights,
however, in the event that the Board of Directors determines to
take a specific countermeasure, the Board of Directors will
disclose such countermeasure in a timely and appropriate manner,
pursuant to relevant laws and financial instruments exchange
regulations. Regarding necessary procedures for shareholders in the
event that a specific countermeasure is taken, in the case of an
issuance of stock acquisition rights, in order to acquire stock
acquisition rights, shareholders need to apply for acquisition
within a certain prescribed period, depending on the issuance
methods for stock acquisition rights. In addition, in order to
exercise stock acquisition rights and acquire stock, shareholders
need to pay the exercise price within a certain prescribed period.
When the Board of Directors decides to acquire stock acquisition
rights, it may deliver stocks to shareholders without paying the
amount equivalent to the exercise price, in exchange for the
acquisition of the stock acquisition rights. In the case of a stock
split and an issuance of stock acquisition rights, shareholders
must be recorded in the last shareholders' register as of the
record date of the stock split or the issuance of stock acquisition
rights, which shall be determined and announced publicly by the
Board of Directors. Panasonic will announce the details of such
procedures and any other procedures necessary to protect the
interests and rights of shareholders and investors in accordance
with relevant laws and financial instruments exchange regulations
when the Board of Directors actually determines to take
countermeasures including stock splits and issuances of stock
acquisition rights.
Each Corporate Auditor, including each
outside Corporate Auditor, stated agreement to re-adopt this policy
at this time on condition that it is duly implemented. The terms of
office of all Directors are for one year, and they are elected at
an annual general meeting of shareholders in June of each year. All
of the two (2) Outside Directors and three (3) Outside Corporate
Auditors are notified to the financial instruments exchanges as
independent directors or independent corporate auditors and do not
have any conflict of interests with our shareholders. Panasonic's
Board of Directors intends to review the Large-scale Purchase
Rules, as necessary, for reasons including amendments to applicable
legislation. Any such review would be conducted strictly in the
interests of all shareholders.
Notes: 1.
A group of shareholders
(tokutei-kabunushi group) means a holder (defined in Paragraph 1,
Article 27-23 of the Financial Instruments and Exchange Law,
including a person or a company deemed as a holder pursuant to
Paragraph 3 thereof) of shares and other securities (defined in
Paragraph 1, Article 27-23 of the Financial Instruments and
Exchange Law) or a person or a company who makes a purchase
(defined in Paragraph 1, Article 27-2 of the Financial Instruments
and Exchange Law, including a purchase made on a financial
instruments exchange market) and any joint holders (defined in
Paragraph 5, Article 27-23 of the Financial Instruments and
Exchange Law, including a person or a company deemed as a joint
holder pursuant to Paragraph 6 thereof) and any specially related
parties (defined in Paragraph 7, Article 27-2 of the Financial
Instruments and Exchange Law).
2. The number of total voting rights shall be the number of voting
rights with respect to all issued shares of Panasonic at the
relevant time, excluding the shares held by Panasonic as treasury
stock, the number of which appears in the latest Treasury Stock
Purchase Report under the Financial Instruments and Exchange Law.
(Attachment 1)
The major shareholders of
Panasonic as of March 31, 2010
Name of Shareholder
Number ofShares Held(thousands
ofshares)
Percentageof SharesHeld in
TotalIssuedShares (%)
The Master Trust Bank of Japan
Ltd.(trust account)
112,992 4.60 Moxley & Co. 103,982 4.23
Japan Trustee Service Bank,
Ltd.(trust account)
95,565 3.89 Nippon Life Insurance Company 67,000 2.73 Sumitomo
Mitsui Banking Corporation 57,024 2.32
Panasonic Corporation
EmployeeShareholding Association
40,192 1.63 State Street Bank and Trust Co. 33,827 1.37 Mitsui
Sumitomo Insurance Co., Ltd. 32,605 1.32 Sumitomo Life Insurance
Co. 31,382 1.27 Daikin Industries, Ltd. 28,605 1.16
Notes :1. Amounts less than one thousand have been discarded.2.
The number of treasury stock is 382,448 thousand shares.
(Attachment 2)
Outline of issuance of stock acquisition
rights
(In case the Board of Directors elects to issue stock
acquisition rights in a rights offering)
1. Shareholders who are entitled
to receive stock acquisition rights and conditions of issuance
thereof:
One stock acquisition right shall be
granted to a shareholder, per one share held by such shareholder
(excluding the shares held by Panasonic as treasury stock), whose
name is recorded in the register of shareholders as of the record
date to be specified and published by the Board of Directors. In
this regard, Panasonic may either (i) grant to each of the
shareholders holding a share of common stock a right to subscribe
for a stock acquisition right and to make an offering for
subscription of the offered stock acquisition right, or (ii)
distribute stock acquisition rights to the shareholders without
consideration.
2. Type and number of shares to
be acquired upon exercise of stock acquisition rights:
The type of shares to be acquired upon
exercise of stock acquisition rights shall be common stock, and the
number of shares to be acquired upon exercise of one stock
acquisition right shall be one share.
3. Total number of stock
acquisition rights to be issued:
The total number of stock acquisition
rights to be issued shall be determined by the Board of Directors
up to 5 billion stock acquisition rights. The Board of Directors
may issue stock acquisition rights more than once within the
maximum number of 5 billion stock acquisition rights to be issued
in total.
4. Payment amount of each stock
acquisition right in the case of item 1, (ii) above:
No payment is required.
5. Price of assets to be invested
upon exercise of each stock acquisition right:
The price of assets to be invested
upon exercise of a stock acquisition right shall be one Japanese
yen or more to be determined by the Board of Directors.
6. Restriction on transfer of
stock acquisition rights:
Acquisition of stock acquisition
rights by way of assignment thereof requires the approval of the
Board of Directors.
7. Conditions of exercise of
stock acquisition rights:
The Board of Directors may prohibit a
person or company belonging to a group of shareholders
(tokutei-kabunushi group) including a Large-scale Purchaser
(excluding the case where the Board of Directors approves that an
acquisition or shareholding of shares and other securities of
Panasonic by the person or company does not conflict with the
benefit of all shareholders of Panasonic) from exercising stock
acquisition rights.
8. Exercise period and other
conditions of stock acquisition rights:
Exercise period, conditions of
acquisitions and other conditions of stock acquisition rights shall
be determined by the Board of Directors. The Board of Directors may
determine that the company may repurchase stock acquisition rights
("Qualified Stock Acquisition Rights") that are not held by a
holder of a stock acquisition right who is prohibited from
exercising stock acquisition rights due to the exercise conditions
mentioned in item 7 above, and deliver one share of common stock to
be determined by the Board of Directors per one Qualified Stock
Acquisition Right to each of the holders thereof.
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