PC Panasonic Corp.

Panasonic Corporation (NYSE: PC/ TOKYO: 6752, the "Tender Offeror" or the "Company"), at its Board of Directors meeting held on July 29, 2010, resolved to acquire the shares of Panasonic Electric Works Co., Ltd. (TOKYO: 6991, the "Target") through a tender offer (the "Tender Offer") and commenced the Tender Offer on August 23, 2010. As the period of the Tender Offer expired on October 6, 2010, the Company hereby announced the results of the Tender Offer.

1. Overview of the Tender Offer

(1) Name and address of the Tender Offeror Panasonic Corporation 1006, Oaza Kadoma, Kadoma-shi, Osaka   (2) Name of the Target Panasonic Electric Works Co., Ltd.   (3) Class of share certificates, etc. to be purchased Shares of common stock

(4)Number of share certificates, etc. scheduled to be purchased

Number of sharesscheduled to be purchased

 

Minimum number of sharesscheduled to be purchased

 

Maximum number of sharesscheduled to be purchased

356,913,031 shares   Not applicable   Not applicable (Note 1)   No minimum or maximum number of share certificates, etc. scheduled to be purchased has been established in the Tender Offer. The Company will purchase all of the share certificates, etc. tendered in the Tender Offer. (Note 2) The number of shares scheduled to be purchased (356,913,031 shares) is calculated by deducting the sum of the number of shares of the Target held by the Tender Offeror as of August 23, 2010 (383,049,035 shares) and the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the number of issued shares as of June 30, 2010, as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (751,074,788 shares).

(Note 3)

Shares less than one unit are also subject to the Tender Offer. If a shareholder exercises the right to demand the purchase of shares less than one unit pursuant to the Companies Act, the Target may purchase its own shares during the tender offer period pursuant to the procedures required under the applicable laws and regulations. (Note 4) The Tender Offeror does not plan to purchase treasury shares held by the Target through the Tender Offer. (5) Tender Offer period From August 23, 2010 (Monday) through October 6, 2010 (Wednesday) (31 business days)   (6) Tender Offer purchase price Shares of common stock 1,110 yen per share

2. Results of the Purchase

(1) Completion of the Tender Offer No minimum or maximum number of share certificates, etc. scheduled to be purchased has been established in the Tender Offer. The Company will purchase all of the share certificates, etc. tendered in the Tender Offer.   (2) Date of public notice of the results Pursuant to the provisions of Article 27-13, Paragraph 1 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended), the Tender Offeror publicly released the results of the Tender Offer to the media at the Tokyo Stock Exchange, Inc. on October 7, 2010 in accordance with the manner prescribed by the provisions of Article 9-4 of the Enforcement Order of the Financial Instruments and Exchange Act (Government Ordinance No. 321 of 1965, as amended; the "Enforcement Order") and Article 30-2 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).

(3) Number of shares purchased

Class of shares   Number of Tenders in terms of Shares   Number of Purchases in terms of Shares Share certificates 237,988,184 (shares) 237,988,184 (shares)

Certificates of stockacquisition rights

- -

Bond certificates with stockacquisition rights

- -

Trust beneficiary certificatesfor share certificates, etc.

- -

Depositary receipts forshare certificates, etc.

- - Total 237,988,184 (shares) 237,988,184 (shares)

(Total number of potentialshare certificates, etc.)

  (-)   (-)  

(4) Ownership percentage of share certificates, etc. after the Tender Offer

Number of Voting RightsRepresented by ShareCertificates, Etc. Held by theTender Offeror before the TenderOffer

  383,049 units  

(Ownership Percentage ofShare Certificates, Etc. beforethe Tender Offer: 51.77 %)

Number of Voting RightsRepresented by Share Certificates,Etc. Held by Special Related Partiesbefore the Tender Offer

4,813 units

(Ownership Percentage ofShare Certificates, Etc. beforethe Tender Offer: 0.65 %)

Number of Voting RightsRepresented by ShareCertificates, Etc. Held by theTender Offeror after the TenderOffer

621,037 units

(Ownership Percentage ofShare Certificates, Etc. afterthe Tender Offer: 83.93 %)

Number of Voting RightsRepresented by ShareCertificates, Etc. Held by SpecialRelated Parties after the TenderOffer

1,440 units

(Ownership Percentage ofShare Certificates, Etc. afterthe Tender Offer: 0.19 %)

Total Number of Voting Rights ofShareholders, Etc. of the Target

  734,722 units     (Note 1)   The "Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties before the Tender Offer" and "Number of Voting Rights Represented by Share Certificates, Etc. Held by Special Related Parties after the Tender Offer" are the total number of voting rights relating to the share certificates, etc., owned by each special related party (including share certificates, etc., in cases stipulated in each item of Article 7, Paragraph 1 of the Enforcement Order, and excluding treasury shares held by the Target, which is also a special related party). (Note 2) 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, 2010 as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (indicated therein as 1,000 shares per unit). However, since the shares less than one unit and cross-held shares were also subject to the Tender Offer, in calculating the "Ownership Percentage of Share Certificates, Etc. before the Tender Offer" and the "Ownership Percentage of Share Certificates, Etc. after the Tender Offer," the total number of voting rights (739,962 units), corresponding to the number of shares (739,962,066 shares) obtained by deducting the number of treasury shares held by the Target as of March 31, 2010 as described in the securities report for the 104th term that was submitted by the Target on June 18, 2010 (11,112,722 shares), from the total number of shares of common stock issued as of June 30, 2010 as described in the first quarterly report for the 105th term that was submitted by the Target on August 6, 2010 (751,074,788 shares), is used as the denominator. (Note 3) 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. (5) Calculation for purchase of the share certificates, etc. by the pro-rata method N/A   (6) Method of settlement a. Name and address of head offices of financial instruments dealers and banks, etc. responsible for settlement of the purchase, etc. Nomura Securities Co., Ltd. 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo   b. Tender Offer settlement commencement date October 14, 2010 (Thursday)  

c.

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., were tendered via NOMURAJOY, an exclusive Internet service provided by the tender offer agent. In cases where the share certificates, etc., were tendered via NOMURAJOY, a notice of purchase will be delivered pursuant to the instructions given on NOMURAJOY's website: (https://www.nomurajoy.jp/).

  Payment for the shares will be made in cash. Payment of the purchase price 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).

3. Policy, etc. after the Tender Offer and Future Prospects

With regard to the policy etc. after the Tender Offer, there are no changes from the information contained in the Company's news release dated July 29, 2010 entitled "Panasonic Announces Commencement of Tender Offer for Shares of Common Stock of Panasonic Electric Works Shares."

Shares of common stock of the Target are currently listed on the first section of the Tokyo Stock Exchange and on the first section of the Osaka Securities Exchange. The Company is scheduled to implement a share exchange after the Tender Offer in order to make the Company the parent company and to make the Target a wholly-owned subsidiary. In such case, the shares of common stock of the Target would meet the delisting standards for share certificates of the Tokyo Stock Exchange and the Osaka Securities Exchange, and will be delisted following the implementation of the specified procedures. Future procedures will be promptly disclosed by the Target, as soon as such procedures have been decided.

The expected impact of the Tender Offer on the Panasonic Group's consolidated business results for the Fiscal Year ending March 2011 (April 1, 2010 through March 31, 2011) will be minimal.

4. Places for Public Inspection of a Copy of the Tender Offer Report

Panasonic Corporation(1006, Oaza Kadoma, Kadoma-shi, Osaka)

Tokyo Stock Exchange, Inc.(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)Osaka Securities Exchange Co., Ltd.(8-16, Kitahama 1-Chome, Chuo-ku, Osaka-shi)

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. The Panasonic Group undertakes no obligation to publicly update any forward-looking statements after the date of this press release. Investors are advised to consult any further disclosures by Panasonic in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934 and its other filings.

The risks, uncertainties and other factors referred to above include, but are not limited to, economic conditions, particularly consumer spending and corporate capital expenditures in the United States, Europe, Japan, China and other Asian countries; volatility in demand for electronic equipment and components from business and industrial customers, as well as consumers in many product and geographical markets; currency rate fluctuations, notably between the yen, the U.S. dollar, the euro, the Chinese yuan, Asian currencies and other currencies in which the Panasonic Group operates businesses, or in which assets and liabilities of the Panasonic Group are denominated; the possibility of the Panasonic Group incurring additional costs of raising funds, because of changes in the fund raising environment; the ability of the Panasonic Group to respond to rapid technological changes and changing consumer preferences with timely and cost-effective introductions of new products in markets that are highly competitive in terms of both price and technology; the possibility of not achieving expected results on the alliances or mergers and acquisitions including the proposed acquisition of all shares of Panasonic Electric Works Co., Ltd. and SANYO Electric Co., Ltd. through a tender offer and a share exchange; 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.