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.
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