Panasonic Corporation (NYSE:PC/TOKYO:6752, "Panasonic") and
SANYO Electric Co., Ltd. (TOKYO: 6764, "SANYO") resolved to conduct
a share exchange (the "Share Exchange") in order to make Panasonic
a wholly-owing parent company and SANYO a wholly-owned subsidiary
at a meeting of each respective company's Board of Directors held
today, and a share exchange agreement (the "Share Exchange
Agreement") has been executed between Panasonic and SANYO. The
Share Exchange is scheduled to be implemented after the Share
Exchange Agreement is approved by resolution of an extraordinary
general meeting of shareholders of SANYO that is scheduled to be
held on March 4, 2011. Also, Panasonic plans to implement the Share
Exchange in the form of a summary share exchange (kani kabushiki
kokan) pursuant to the provisions of Article 796, Paragraph 3 of
the Companies Act, without obtaining the approval by resolution of
the general meeting of its own shareholders.
Also, shares of SANYO are scheduled to be delisted as of March
29, 2011 (the last trading date of the shares is scheduled to be
March 28, 2011), which is prior to the effective date (April 1,
2011 (scheduled)) of the Share Exchange.
1. Purpose of Making SANYO a
Wholly-owned Subsidiary of Panasonic through the Share
Exchange
As described in the press release, "Panasonic Announces
Commencement of Tender Offer for Shares of Common Stock of SANYO"
dated July 29, 2010, and the press release regarding the amendment
to the said press release, 'Panasonic Announces Additional
Information regarding "Commencement of Tender Offer for Shares of
Common Stock of SANYO"' dated August 20, 2010, (collectively the
"Press Releases of the Tender Offer"), Panasonic conducted a tender
offer (the "Tender Offer") targeting all shares of SANYO from
August 23, 2010, to October 6, 2010, in order to make SANYO its
wholly-owned subsidiary. As a result, as of today, Panasonic holds
4,973,778,473 shares of SANYO, which equates to 80.77% of the
shareholding percentage of issued shares of SANYO (6,158,053,099
shares as of September 30, 2010).
As described in the Press Releases of the Tender Offer,
Panasonic planned to make SANYO its wholly-owned subsidiary. Since
Panasonic failed to acquire all shares of SANYO (excluding treasury
shares held by SANYO) through the Tender Offer, Panasonic and SANYO
have decided to make SANYO a wholly-owned subsidiary of Panasonic
through the Share Exchange.
The purposes of making SANYO a wholly-owned subsidiary of
Panasonic have already been explained in the Press Releases of the
Tender Offer and the press release released by SANYO titled
"Announcement of Implementation of Tender Offer for Shares of SANYO
Electric Co., Ltd. by Controlling Shareholder Panasonic Corporation
and Recommendation for Shareholders to Tender Shares in Tender
Offer" dated July 29, 2010, etc., and the details thereof are as
described below.
Since its establishment in 1918, Panasonic has been conducting
business broadly in the electronics industry, 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 the other hand, SANYO has been developing its
activities, such as manufacturing, sales, maintenance and services,
in the Energy Business Segment, Electronic Device Business Segment,
Digital System Business Segment, Commercial Business Segment,
Consumer Electronics Segment and Other Business Segment, and, under
the management philosophy, "We are committed to becoming an
indispensable element in the lives of people all over the world,"
and has been striving to increase customer value. Notably, SANYO
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
Hybrid Electric Vehicles (HEV) and Electric Vehicles (EV), 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, SANYO
completed and introduced a new commercial production line. Also, in
the photovoltaic systems business, SANYO is promoting an increase
in production capacity for the HIT (crystalline silicon) solar
cell, which is the top-selling photovoltaic product, by
constructing a new plant in order to meet growing demand.
Under these circumstances, Panasonic and SANYO, with the
objective of overcoming a harsh global competitive environment,
aiming to maximize the corporate values of both Panasonic and
SANYO, agreed on November 7, 2008, to enter into discussions
regarding a capital and business alliance based on the premise of
making SANYO a subsidiary of Panasonic, and made an announcement on
December 19, 2008, titled "Panasonic and SANYO Agree to Capital and
Business Alliance." Thereafter, as described in the press release
titled "Panasonic Announces the Result of Tender Offer for SANYO
Shares" dated December 10, 2009, Panasonic implemented a tender
offer (the "Previous Tender Offer") for SANYO's shares and came to
own 50.19% of the total number of voting rights of all
shareholders, etc. of SANYO (as of September 30, 2009), and SANYO
became a consolidated subsidiary of Panasonic.
As a result, the Panasonic Group has become a company group with
further reach and expertise in the electronics industry with 6
segments: Digital AVC Networks, Home Appliances, PEW and PanaHome,
Components and Devices, and Other, as well as SANYO.
On January 8, 2010, Panasonic announced the Annual Management
Policy Fiscal 2011 for the new Panasonic Group, and set out the
vision of becoming the "No. 1 Green Innovation Company in the
Electronics Industry" towards 2018, the 100th anniversary of its
foundation. Furthermore, on May 7, 2010, Panasonic announced its
three-year midterm management plan called "Green Transformation
2012" ("GT12"), which is the first step toward realizing the above
vision.
Under GT12, the entire Panasonic Group will make group-wide
efforts to shift its paradigm for growth and to lay a foundation to
become a Green Innovation Company, while integrating its
contribution to the environment and business growth. By the time
this plan is completed, the Panasonic Group should be a company
filled with significant growth potential. In particular, Panasonic
will drastically shift its management resources to energy systems,
heating/refrigeration/air conditioning, network AV, healthcare,
security, and LED, as the group's 6 key business areas. With regard
to these business areas, Panasonic expects energy systems,
heating/refrigeration/air conditioning, and network AV to be the
core businesses of the group and to drive sales and revenues of all
group companies, and Panasonic intends to significantly develop the
3 business areas of healthcare, security, and LED as the
next-generation key businesses. Furthermore, with those businesses
as the core of Panasonic's businesses, the Panasonic Group will
pursue a form of growth unique to it, through the provision of
"comprehensive solutions for the entire home, the entire building,
and the entire town. "
Also, SANYO, sharing the vision as the Panasonic Group and the
concept of GT12, formulated its new midterm management plan (the
"Target's Midterm Plan") that was announced in detail on May 11,
2010. In Midterm Plan of SANYO, SANYO clearly states that it will
aim to "establish the foundation for a highly profitable company by
demonstrating synergy," and that it will, in addition to further
strengthening the management culture aiming to improve
profitability, accelerate concentrated investment of its management
resources to the energy business and enhance the competitiveness of
profitable businesses in order to establish continuous competitive
superiority. In particular, in the solar cell business that is
included in the energy systems, one of the 6 key business areas of
the Panasonic Group, SANYO will make aggressive investments for the
purpose of increase in production of cells and modules, and will
accelerate the development of next generation solar cells so as to
become, in fiscal 2013, the No. 1 player in the domestic market and
to become, in fiscal 2016, one of the top 3 players in the global
market. Also, SANYO has a policy of firmly maintaining its world
leading status in the consumer rechargeable battery business by
increasing sales in existing uses and developing new uses.
Furthermore, in the HEV and EV business (rechargeable batteries for
eco cars), SANYO aims to gain a 40% global market share in fiscal
2021.
In addition, Panasonic and SANYO set up the "Collaboration
Committee" after the Previous Tender Offer, and have considered
specific measures to generate synergies. As a result, Panasonic and
SANYO established a goal to generate synergies for over 80 billion
yen in the group's operating profit, in fiscal 2013, through
various measures such as strengthening the group-wide sales network
in the solar cell business, and optimizing their strengths to the
fullest extent in the lithium-ion battery business. The contents of
these measures are incorporated in GT12.
Although Panasonic and SANYO have already shared a management
strategy as group companies and have implemented various
collaborative measures, including sales of the HIT solar cells
through Panasonic's sales channels on a full-fledged scale starting
from July 2010, the business environment surrounding the Panasonic
Group continues to change dramatically and rapidly. While business
expansion opportunities have been presented by the rapidly
expanding environment-related and energy-related markets and the
burgeoning emerging markets, competition with Korean, Taiwanese and
Chinese companies as well as Japanese, U.S. and European companies,
etc. has intensified not only in the Digital AVC Networks segment,
but also in the fields of rechargeable battery, solar cell and
electric vehicle-related business, etc. It has become difficult for
companies to prevail over the global competition in the expanding
market without speeding up the strategy execution and implementing
all measures to demonstrate further group-wide potential. In
addition, as the collaborative measures, which are the key to
demonstrating group-wide potential, are in the execution phase, it
is expected that the results of these collaborative measures will
be achieved earlier and more steadily to maximize the effects of
such measures, through Panasonic making SANYO its wholly-owned
subsidiary.
In such circumstances, taking the proposal of Panasonic as an
opportunity, Panasonic and SANYO have, since around the end of June
2010, continuously discussed and considered various measures to
further increase the corporate value of both companies. As a
result, Panasonic and SANYO came to the conclusion that realizing
the acceleration of decision-making and maximization of the group
synergies by making SANYO a wholly-owned subsidiary of Panasonic
through the Tender Offer and transactions thereafter and
accelerating efforts toward becoming the "No. 1 Green Innovation
Company in the Electronics Industry" are significantly beneficial,
not only to expand the corporate value of SANYO but also to expand
the corporate value of the entire Panasonic Group. Along with such
discussions and considerations, Panasonic has been discussing and
considering with Panasonic Electric Works Co., Ltd. ("Panasonic
Electric Works"), a consolidated subsidiary of Panasonic, and has
also come to the conclusion that making Panasonic Electric Works a
wholly-owned subsidiary of Panasonic is highly beneficial not only
to expand the corporate value of Panasonic Electric Works but also
to expand the corporate value of the entire Panasonic Group.
Furthermore, the three companies - Panasonic, Panasonic Electric
Works and SANYO -– resolved, at their respective Board of Directors
meetings held on July 29, 2010, to pursue a plan of Panasonic's
acquisition of all shares of Panasonic Electric Works and SANYO in
order to make them wholly-owned subsidiaries of Panasonic (the
"Acquisition of All Shares of the Subsidiaries") by around April,
2011 and released the "Announcement of the Agreement toward
Panasonic's Acquisition of All Shares of Panasonic Electric Works
and SANYO."
In future, Panasonic, Panasonic Electric Works and SANYO will
pursue the establishment of the new Panasonic Group, under which
the three companies will be genuinely integrated, and will make
efforts to (i) maximize value creation by strengthening contacts
with customers, (ii) realize speedy and lean management, and (iii)
accelerate growth businesses by boldly shifting management
resources.
Furthermore, in order to realize these objectives, the Panasonic
Group's business organization is scheduled to be restructured by
around January 2012. From the perspective of "maximization of
customer value," the basic policy of such restructuring is to
integrate and reorganize the business and marketing divisions of
the three companies into three business sectors: "Consumer,"
"Components and Devices" and "Solutions," and to design optimal
business models that are most suitable for the character of each
business. Panasonic will make efforts to establish a business
organization under which it can effectively compete against global
competitors in each business and in each industry.
The direction of the reorganization of each business sector will
be as follows:
- Consumer business sector:
The Panasonic Group will reorganize its marketing function on a
global basis. Under the reorganization, the Panasonic Group will
enhance the function of its frontline business and accelerate the
creation of customer-oriented products. Also, the Panasonic Group
will work to strengthen, among others, its overseas consumer
business by strategically distributing its marketing resources in
Japan and overseas.
- Components and Devices business sector:
The Panasonic Group will strengthen the cooperation among the
development, production and sales functions for each component and
device having a common business model. By combining marketing and
technology, the Panasonic Group will strengthen its
"proposal"-style business, which foresees the potential needs of
customers and aim to expand the business as an independent business
that does not rely on internal needs. Particularly in this business
sector, the Panasonic Group will continue to make maximum use of
the strengths of SANYO, such as its rechargeable batteries business
and solar business, as well as its customer network.
- Solutions business sector:
The Panasonic Group will unify the development, production and
sales functions for each solution for business customers. The
Panasonic Group aims to offer the most suitable products, services
and solutions as quickly as possible, grasping customers' needs in
as timely a fashion as possible. In addition, the "comprehensive
solutions for the entire home, the entire building and the entire
town" that encompass these solutions will be accelerated.
Particularly in this business sector, the Panasonic Group will
continue to make maximum use of the strength and customer network
of Panasonic Electric Works.
In addition to the reorganization, the head office will aim for
a "lean and speedy" global head office by strengthening its
strategic functions, while integrating and streamlining the three
companies' organizations.
The details of the reorganization will be announced as soon as
they are determined.
Further, together with this reorganization, Panasonic Group will
consider integrating "SANYO" brands, in principle, into "Panasonic"
in the future. However, "SANYO" will continue to be partially
utilized, depending on the particular business or region.
Panasonic believes that the Acquisitions of All Shares of the
Subsidiaries and business reorganization mentioned above will
promote the integration of the three companies' advantages and the
"proposal" capabilities for "comprehensive solutions," and will
enable a rapid increase in global competitiveness especially in the
"energy systems," "heating/refrigeration/air conditioning" and
"network AV" business, which are indicated in the GT12 as core
businesses to lead sales and profits of the entire group companies.
Also, in each business such as "healthcare," "security," and "LED,"
which is positioned as the "key business for the next generation",
Panasonic will make efforts to accelerate the growth of such
business by combining the capacities of the three companies for
research and development as well as market development.
Additionally, Panasonic intends to realize further reinforcement
of management structure and cost competitiveness through business
integration and unification of the business sites of the three
companies, and through optimizing and streamlining the head office
organization.
Through these measures, Panasonic aims to ensure the achievement
of the targets of the midterm management plan, GT12, which
Panasonic announced on May 7, 2010: "10 trillion yen in sales, 5
percent or more in operating profit to sales ratio, 10 percent in
ROE, a three-year accumulative total of over 800 billion yen in
free cash flow, and 50 million ton reduction in CO2 emissions
compared to the estimated amount of emissions (using the fiscal
year ended March 2006 as the base)" targeted for the fiscal year
ending March 2013, and further aims to exceed these targets.
2. Outline of the Share
Exchange
(1) Schedule for the Share Exchange
Date on which the execution of the
ShareExchange Agreement is resolved at the Boardof Directors
meeting(Panasonic and SANYO, respectively)
Tuesday, December 21, 2010
Date on which the Share Exchange
Agreementis executed(Panasonic and SANYO, respectively)
Tuesday, December 21, 2010
Date on which the public notice of the
recorddate for the extraordinary general meeting ofshareholders
will be given (SANYO)
Wednesday, December 22, 2010 (scheduled)
Record date for the extraordinary
generalmeeting of shareholders (SANYO)
Wednesday, January 12, 2011 (scheduled)
Date on which the extraordinary
generalmeeting of shareholders to approve the ShareExchange
Agreement will be held (SANYO)
Friday, March 4, 2011 (scheduled) Last trading date (SANYO) Monday,
March 28, 2011 (scheduled) Delisting date (SANYO) Tuesday, March
29, 2011 (scheduled)
Scheduled date of the Share
Exchange(effective date)
Friday, April 1, 2011 (scheduled) (Note 1)
Panasonic will implement the Share Exchange in the form of a
summary share exchange pursuant to the provisions of Article 796,
Paragraph 3 of the Companies Act, without obtaining the approval by
resolution of the general meeting of shareholders. (Note 2) The
scheduled date of the Share Exchange (effective date) may be
subject to change upon the agreement between Panasonic and SANYO.
(2) Method of the Share ExchangeIn the Share Exchange, Panasonic
shall become the wholly-owning parent company in share exchange and
SANYO shall become the wholly-owned subsidiary in share exchange.
Panasonic plans to implement the Share Exchange in the form of a
summary share exchange pursuant to the provisions of Article 796,
Paragraph 3 of the Companies Act, without obtaining the approval by
resolution of the general meeting of shareholders. SANYO plans to
implement the Share Exchange after the Share Exchange Agreement is
approved by resolution of the extraordinary general meeting of
shareholders that is scheduled to be held on March 4, 2011.
(3) Allotment in the Share Exchange
Company name
Panasonic Corporation(wholly-owning
parentcompany in share exchange)
SANYO Electric Co., Ltd.(wholly-owned
subsidiary inshare exchange)
Contents of allotment in theShare
Exchange
1 0.115
Number of shares to bedelivered upon the
ShareExchange
Common shares: 134,256,345 shares (scheduled) (Note 1)
Share allotment ratio 0.115 shares of
Panasonic will be allotted and delivered in exchange for each share
of SANYO; provided, however, that no shares will be allotted in the
Share Exchange for the shares of SANYO held by Panasonic
(4,973,778,473 shares as of today). (Note 2) Number of
shares to be delivered upon the Share Exchange Upon the
Share Exchange, Panasonic shall deliver the number of shares of
Panasonic calculated by multiplying the total number of shares of
SANYO held by the shareholders of SANYO (excluding Panasonic) at
the time immediately preceding the time Panasonic acquires all
shares of SANYO (excluding shares of SANYO held by Panasonic)
through the Share Exchange (the "Base Time”) by 0.115 to such
shareholders of SANYO in exchange for the shares of SANYO held by
such shareholders. In accordance with a resolution of the meeting
of the Board of Directors of SANYO that will be held by the day
immediately preceding the effective date of the Share Exchange,
SANYO will cancel, by the Base Time, all of its treasury shares
held by SANYO and those to be held by SANYO by the Base Time
(including the treasury shares to be acquired through the share
purchase in response to the exercise of the dissenters' appraisal
right stipulated in Article 785, Paragraph 1 of the Companies Act
in connection with the Share Exchange). Moreover, all of the shares
to be delivered by Panasonic are scheduled to be sourced from the
treasury shares held by Panasonic, and Panasonic does not plan to
issue new shares upon the allotment in the Share Exchange. In
addition, the number of shares to be delivered by Panasonic may be
subject to change in the future due to reasons such as the
cancellation of the treasury shares by SANYO. (Note 3)
Treatment of shares constituting less than
one unit (tangen miman kabushiki)
The shareholders who will hold shares of Panasonic
constituting less than one unit upon the Share Exchange will be
entitled to use the following systems concerning shares of
Panasonic. Shareholders cannot sell shares constituting less than
one unit in the financial instruments exchange market.
(i)
Further purchase (kaimashi) of shares
constituting less than one unit (purchase to reach a total of 100
shares)
A system whereby holders of shares of
Panasonic constituting less than one unit may purchase from
Panasonic the number of shares that will achieve a total of one
unit (tangen) together with the number of shares constituting less
than one unit held by such shareholder.
(ii)
Purchase (kaitori) by Panasonic of shares
constituting less than one unit (sale by a shareholder of shares
constituting less than one unit)
A system whereby holders of shares of Panasonic constituting less
than one unit may request Panasonic to purchase the shares
constituting less than one unit held by such shareholder. (Note 4)
Treatment of any fractions of less than one
share With respect to the shareholders of SANYO who will receive
the allotment of shares including fractions of less than one share
of Panasonic upon the Share Exchange, Panasonic will pay cash to
each of such shareholders in proportion to the value of such
fractions of less than one share, pursuant to the provisions of
Article 234 of the Companies Act and other relevant laws and
regulations.
(4) Treatment of share options and bonds with share options in
relation to the Share Exchange
Not applicable
3. Basis for Calculation of the
Allotment Concerning the Share Exchange
(1) Basis of Calculation
In order to ensure the fairness and the appropriateness of the
share allotment ratio described in 2.(3) "Allotment in the Share
Exchange" above (the "Share Exchange Ratio"), Panasonic and SANYO,
respectively and separately, decided to request a third-party
valuation institution independent of both companies to calculate
the share exchange ratio. Panasonic appointed Nomura Securities
Co., Ltd. ("Nomura Securities") as the third-party valuation
institution, and SANYO appointed both ABeam M&A Consulting Ltd.
("ABeam M&A Consulting") and Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. ("Mitsubishi UFJ Morgan Stanley") as the
third-party valuation institutions.
In the valuation of Panasonic, as shares of Panasonic are listed
on the financial instruments exchange and a market share price
exists, Nomura Securities adopted the average market price analysis
for calculation (in consideration of various conditions, with
December 20, 2010, which is the calculation base date, being the
base date, the analysis was based on the respective average closing
share prices for the period from October 8, 2010 (the business day
immediately following the day on which Panasonic released the press
release titled "Panasonic Announces Withdrawal of Shelf
Registration in Japan for Future Equity Offerings") to the
calculation base date; the period from November 1, 2010 (the
business day immediately following the day on which Panasonic
released its "Consolidated Financial Results for the Second Quarter
of Fiscal Year ending March 2011") to the calculation base date;
the most recent 1 month-period from November 22, 2010 to the
calculation base date; the 5 business days from December 14, 2010
to the calculation base date; and the closing share price on the
base date of the shares of Panasonic on the first section of the
Tokyo Stock Exchange).
In the valuation of SANYO, as shares of SANYO are listed on the
financial instruments exchange and a market share price exists, the
average market price analysis (in consideration of various
conditions, with December 20, 2010, which is the calculation base
date, being the base date, the analysis was based on the respective
average closing share prices for the period from October 8, 2010
(the business day immediately following the day on which Panasonic
released the press release titled "Panasonic Announces Withdrawal
of Shelf Registration in Japan for Future Equity Offerings") to the
calculation base date; the period from November 1, 2010 (the
business day immediately following the day on which Panasonic
released its "Consolidated Financial Results for the Second Quarter
of Fiscal Year ending March 2011") to the calculation base date;
the most recent 1 month-period from November 22, 2010 to the
calculation base date; the 5 business days from December 14, 2010
to the calculation base date; and the closing share price on the
base date of the shares of SANYO on the first section of the Tokyo
Stock Exchange) was adopted for calculation. In addition, as there
are several comparable listed companies for which comparison to
SANYO is possible, and analogical inference of share value is
possible through the comparable company analysis, the comparable
company analysis was adopted for the calculation. Furthermore, in
order to take into account the state of future business operations
in the assessment, the discounted cash flow analysis (the "DCF
Analysis") was adopted for the calculation.
The following shows the assessment ranges when the share value
per share of Panasonic is set at 1.
Assessment method
Calculation results ofshare exchange
ratio
Average market price analysis
0.113-0.117
Comparable company analysis
0.033-0.089
DCF Analysis
0.093-0.191
Analyzing the facts, various conditions and the results of the
Tender Offer conducted prior to the Share Exchange, Nomura
Securities submitted to Panasonic the written opinion (fairness
opinion) dated December 21, 2010, stating that the Share Exchange
Ratio is proper for Panasonic from a financial viewpoint.
On the other hand, in the valuation of the shares of Panasonic,
ABeam M&A Consulting adopted the market price analysis, the
similar companies comparison analysis, which is capable of taking
into account profitability, etc. of similar listed companies, and
DCF Analysis, which is capable of reflecting the state of future
business operations in the assessment, for calculation. In the
market price analysis, using December 17, 2010, as the calculation
base date, ABeam M&A Consulting adopted the respective average
closing share prices and volume weighted average prices for the
period commencing on the business day immediately following July
29, 2010 on which the press release by Panasonic titled "Panasonic
Announces Commencement of Tender Offer for Shares of Common Stock
of SANYO" was released, the most recent 3 month-period, the most
recent 1 month-period, and the closing share price on the base date
of the shares of Panasonic on the first section of the Tokyo Stock
Exchange.
In the valuation of the shares of SANYO, ABeam M&A
Consulting conducted a close investigation for the period from the
consummation of the Tender Offer to the execution of the Share
Exchange Agreement as to whether any events that may materially
affect the share value of SANYO had occurred on or after July 29,
2010, which is the date on which the share price of SANYO was
calculated based on the purchase price of the Tender Offer. As a
result, ABeam M&A Consulting concluded that there were no
particular facts that affected the share value of SANYO beyond the
assumption and valuation as of July 29, 2010, and adopted 138 yen
as the per share value of the shares of SANYO, which is the same as
the purchase price in the Tender Offer.
The following shows the assessment ranges that were derived from
each calculation method, when the share value per share of
Panasonic is set at 1.
Assessment
method
Calculation results ofshare exchange ratio
Market price analysis
0.115-0.120
Similar companies comparison analysis
0.061-0.105
DCF Analysis
0.038-0.063
ABeam M&A Consulting was provided with materials and
information regarding the financial information and the business
plan, etc., of Panasonic and SANYO and, under certain assumptions,
calculated the share exchange ratio of the Share Exchange based on
that information. Upon the request from the Board of Directors of
SANYO, ABeam M&A Consulting submitted the written opinion
(fairness opinion) dated December 20, 2010 to the Board of
Directors of SANYO. The written opinion (fairness opinion) stated
that the Share Exchange Ratio is fair from a financial point of
view to the shareholders of SANYO other than Panasonic, etc.
(meaning "Controlling Shareholders and other parties set forth in
the Enforcement Regulations" as defined in Article 441-2 of the
Tokyo Stock Exchange's Securities Listing Regulations, including
Panasonic; "Panasonic, Etc.").
In the respective valuation of both SANYO and Panasonic,
Mitsubishi UFJ Morgan Stanley analyzed the Share Exchange Ratio,
comprehensively taking into account the result of analyses based on
the Historical Share Exchange Ratio Analysis, Comparable Company
Analysis, Precedent Transaction Analysis, and Discounted Cash Flow
Analysis (the "DCF Analysis"). In the Historical Share Exchange
Ratio Analysis, Mitsubishi UFJ Morgan Stanley adopted the implied
ranges of the share exchange ratio based on: (i) using December 17,
2010 as a record date (the "Record Date 1"), the respective average
closing share prices on the Tokyo Stock Exchange during each of the
3 month-period and 1 month-period prior to and including the Record
Date 1 and the closing share price of the Record Date 1, and (ii)
using July 28, 2010 as another record date (the "Record Date 2"),
which is the last trading day prior to July 29, 2010 on which the
press release titled "Panasonic Announces Commencement of Tender
Offer for Shares of Common Stock of SANYO" was released, the
respective average closing share prices on the Tokyo Stock Exchange
during each of the 3 month-period and 1 month-period prior to and
including the Record Date 2 and the closing share price of the
Record Date 2.
The following shows the outline of the calculation results of
the share exchange ratio in the Share Exchange conducted by
Mitsubishi UFJ Morgan Stanley (the following shows the assessment
ranges derived from each calculation method when the share value
per share of Panasonic is set at 1).
Assessment method
Calculation results ofshare
exchange ratio
Historical Share Exchange RatioAnalysis
(Record Date 1)
0.110-0.123
Historical Share Exchange RatioAnalysis
(Record Date 2)
0.095-0.115
Comparable Company Analysis
0.032-0.071
Precedent Transaction Analysis
0.103-0.136
DCF
Analysis
0.027-0.053
Based on the request from the Board of Directors of SANYO,
Mitsubishi UFJ Morgan Stanley rendered its fairness opinion dated
December 20, 2010 to SANYO's Board of Directors which opined that
the Share Exchange Ratio is, based on and subject to certain
assumptions, limitations and qualifications stated therein, fair
from a financial point of view to the holders of shares of common
stock of SANYO other than Panasonic.
(2) Process of Calculation
Panasonic and SANYO have referred to and carefully reviewed the
calculation results of the share exchange ratio submitted by their
respective third-party valuation institutions, and continuously
negotiated and consulted with each other on the valuation of shares
of SANYO based on the same price as the purchase price of the
Tender Offer, taking into account various conditions and results of
the Tender Offer conducted prior to the Share Exchange, market
share price level of shares of Panasonic and other various factors.
As a result, Panasonic and SANYO came to a decision that the Share
Exchange Ratio is proper and does not undermine the interests of
their respective shareholders. Therefore, Panasonic and SANYO
executed the Share Exchange Agreement between themselves based on
the resolutions of the Board of Directors meetings of Panasonic and
SANYO held today with respect to the implementation of the Share
Exchange based on the Share Exchange Ratio.
In accordance with the Share Exchange Agreement, the Share
Exchange Ratio may be subject to change upon the consultation
between Panasonic and SANYO in the case of any material changes to
the conditions that are the bases of the calculation.
(3) Relationship with Valuation Institution
All of Nomura Securities, which is acting as a third-party
valuation institution of Panasonic, and ABeam M&A Consulting
and Mitsubishi UFJ Morgan Stanley, which are acting as third-party
valuation institutions of SANYO, are valuation institutions
independent of Panasonic and SANYO, are not related parties, and do
not have any material interest to be noted in connection with the
Share Exchange.
(4) Prospects for Delisting and Reasons Therefore
Upon the Share Exchange, SANYO will become the wholly-owned
subsidiary of Panasonic on the effective date (scheduled to be
April 1, 2011), and shares of SANYO will be delisted as of March
29, 2011 (the last trading date will be March 28, 2011). After the
delisting, it will be impossible to trade shares of SANYO on the
Tokyo Stock Exchange and the Osaka Securities Exchange.
Even after the delisting of shares of SANYO, shares of Panasonic
that will be allotted to each of the shareholders of SANYO upon the
Share Exchange will remain listed on the Tokyo Stock Exchange, the
Osaka Securities Exchange and the Nagoya Stock Exchange, and they
will be tradable on the financial instruments exchange markets on
and after the effective date of the Share Exchange. Therefore,
Panasonic believes that for each shareholder of SANYO who holds not
less than 870 shares of SANYO and will receive, upon the Share
Exchange, an allotment of not less than 100 shares of Panasonic,
which is the number of shares constituting one unit of Panasonic,
liquidity of shares will continue to be provided.
On the other hand, each shareholder of SANYO who holds less than
870 shares of SANYO will receive the allotment of shares of
Panasonic in the number less than 100 shares, which is the number
of shares constituting one unit of Panasonic. Although shareholders
cannot sell such shares constituting less than one unit on the
financial instruments exchange markets, each shareholder who will
hold shares constituting less than one unit may request Panasonic
to purchase the shares constituting less than one unit held by such
shareholder. In addition, such shareholders may purchase from
Panasonic the number of shares that will achieve a total of one
unit together with the number of shares constituting less than one
unit held by themselves. For the details of such treatment, see
(Note 3) "Treatment of shares constituting less than one unit" in
2.(3) above. For the details of the treatment of any fractions in
the case where the number of shares of Panasonic to be delivered
upon the Share Exchange includes any fractions of less than one
share, see (Note 4) "Treatment of fractions of less than one share"
in 2.(3) above.
(5) Measures to Ensure Fairness
Since Panasonic already owns 80.77% of the number of issued
shares of SANYO, in implementing the Share Exchange, it requested
Nomura Securities, acting as a third-party valuation institution,
to calculate the share exchange ratio in order to ensure the
fairness of the share exchange ratio in the Share Exchange.
Referring to such calculation results, Panasonic negotiated and
consulted with SANYO, and resolved to implement the Share Exchange
based on the Share Exchange Ratio at the Board of Directors meeting
held today.
Panasonic received the written opinion (fairness opinion) dated
December 21, 2010, from Nomura Securities, stating that the Share
Exchange Ratio is proper for Panasonic from a financial
viewpoint.
On the other hand, SANYO, in implementing the Share Exchange,
requested ABeam M&A Consulting and Mitsubishi UFJ Morgan
Stanley separately, acting as third-party valuation institutions,
to calculate the share exchange ratio, in order to ensure the
fairness of the share exchange ratio in the Share Exchange.
Referring to such calculation results, SANYO negotiated and
consulted with Panasonic, and resolved to implement the Share
Exchange based on the Share Exchange Ratio at the Board of
Directors meeting held today. SANYO received the written opinion
(fairness opinion) dated December 20, 2010 from ABeam M&A
Consulting, stating that the Share Exchange Ratio is fair for the
shareholders of SANYO other than Panasonic, Etc. from a financial
viewpoint. SANYO also received the written opinion (fairness
opinion) dated December 20, 2010 from Mitsubishi UFJ Morgan Stanley
stating that the Share Exchange Ratio is fair for the shareholders
of SANYO other than Panasonic from a financial viewpoint.
SANYO appointed Seiwa Law Office and Mori Hamada & Matsumoto
as its legal advisors, and received advice on the appropriate
procedures and responses, etc. for the Share Exchange from a legal
perspective.
The Board of Directors of SANYO resolved to establish an
independent committee (the "Independent Committee") consisting of
outside experts independent of SANYO and Panasonic to ensure the
transparency, reasonableness, impartiality and fairness of the
Share Exchange. The Board of Directors of SANYO consulted with the
Independent Committee on (i) whether fairness of the process used
to determine the share exchange ratio etc., concerning the Share
Exchange has been ensured, and (ii) whether the Share Exchange has
given full consideration to the interest of the shareholders of
SANYO other than Panasonic, Etc. through fair procedures. Mr.
Yasuhiro Kawaguchi (Professor and Dean of the Faculty of Law of
Doshisha University), Mr. Kiyoshi Seki (Lawyer of Miyazaki Law
Firm), and Mr. Ryuichi Hirata (Certified Public Accountant and
Partner of Ernst & Young ShinNihon LLC) have been appointed as
3 members of the Independent Committee.
The meetings of the Independent Committee were held 7 times in
total from November 8, 2010 to December 20, 2010. The Independent
Committee collected information on the matters on which the Board
of Directors of SANYO consulted it, and carefully discussed and
reviewed such matters. Upon such review, the Independent Committee
received an explanation from SANYO on the contents of the proposal
made by Panasonic to SANYO, the background leading up to the Share
Exchange, the opinion of SANYO about the Share Exchange, and the
negotiation process of, and the process used to determine, various
conditions of the Share Exchange including the share exchange
ratio. Furthermore, the Independent Committee exchanged views,
among other things, on the fairness of the share exchange ratio and
decision-making concerning the Share Exchange, and the
consideration for the interests of the shareholders of SANYO. In
addition, referring to the share exchange ratio calculation reports
and the written opinions (fairness opinions) submitted by ABeam
M&A Consulting and Mitsubishi UFJ Morgan Stanley to the Board
of Directors of SANYO, the Independent Committee received an
explanation on the calculation of the share exchange ratio from
ABeam M&A Consulting and Mitsubishi UFJ Morgan Stanley,
respectively, and asked them questions.
Under such process, as a result of the careful discussion and
review on the matters in reference to which consultation took place
above, the Independent Committee submitted a report to the Board of
Directors of SANYO on December 20, 2010, stating that (i) it is
believed that fairness of the process used to determine the share
exchange ratio etc., concerning the Share Exchange has been
ensured, and (ii) it is believed that the Share Exchange has given
full consideration to the interest of the shareholders of SANYO
other than Panasonic, Etc. through fair procedures.
(6) Measures to Avoid Conflicts of Interest
At the Board of Directors meeting of SANYO held today (5
directors in attendance out of 8 directors, and 4 auditors in
attendance out of 5 auditors (including 3 outside auditors)), a
resolution was adopted with the approval of all of the directors in
attendance to execute the Share Exchange Agreement. Further, all of
SANYO's auditors who attended the above Board of Directors meeting
expressed the opinion that they recognize no facts that constitute
a violation of the duty of due care and diligence and/or the
fiduciary duty of directors in relation to SANYO's execution of the
Share Exchange Agreement with Panasonic.
Among the 8 directors of SANYO, Mr. Susumu Koike was either an
officer or an employee of Panasonic or its related companies until
2010; and Messrs. Junji Esaka and Kenjiro Matsuba were officers or
employees of Panasonic or its related companies until 2009. Messrs.
Susumu Koike and Junji Esaka are currently corporate advisors of
Panasonic. Therefore, in order to ensure the fairness and
neutrality of making decisions at SANYO, these 3 directors have not
participated in any deliberations or resolutions regarding the
share exchange ratio and the execution of the Share Exchange
Agreement , and they have not participated in any discussions or
negotiations with Panasonic on behalf of SANYO.
Also, among the 5 corporate auditors of SANYO, since Mr. Takae
Makita was an officer of Panasonic until 2009 and he is currently a
corporate advisor of Panasonic, in order to ensure fairness and
neutrality of making decisions at SANYO, he has not participated in
the above-mentioned deliberations.
4. Outline of the Parties Involved in
the Share Exchange
Wholly-owning parent companyin the share
exchange
Wholly-owned subsidiaryin the share
exchange
(1)
Corporatename
Panasonic Corporation SANYO Electric Co., Ltd. (2) Head
office
1006, Oaza Kadoma,
Kadoma City, Osaka, Japan
5-5, Keihan-Hondori 2-Chome,
Moriguchi City, Osaka, Japan
(3)
Name and titleof representative
President
Fumio Ohtsubo
Executive Director and President
Seiichiro Sano
(4)
Description ofbusiness
The manufacture and sale ofelectric and
electronicequipment etc.
The manufacture and sale ofvarious
electronic equipments
(5) Paid-in capital 258,740 million yen 322,242 million yen
(6)
Dateestablished
December 15, 1935 April 1, 1950 (7)
Number ofshares issued
2,453,053,497 shares 6,158,053,099 shares (8)
Fiscal yearend
End of March End of March (9)
Number ofemployees
385,243 (consolidated) 106,771 (consolidated) (10)
Major businesspartners
Companies, etc. domesticallyand abroad
Companies, etc. domestically andabroad
(11)
Main financingbank
Sumitomo Mitsui BankingCorporation
Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
The Sumitomo Trust and BankingCo.,
Ltd.
Resona Bank, Limited.
(12) Major The Master Trust
5.15%
Panasonic Corporation
50.
05%
shareholders Bank of Japan, Ltd. and (trust account)
Oceans Holdings Co.,
7.
09%
shareholding Japan Trustee
4.50%
Ltd.
ratio Services Bank, Ltd. Sumitomo Mitsui
3.
00%
(trust account)
Banking Corporation MOXLEY AND COMPANY
3.96%
Nippon Life Insurance
2.73%
Daiwa Securities SMBC
1.
41%
Company
Principal Investments
Sumitomo Mitsui
2.32%
Co. Ltd.
Banking Corporation
Japan Trustee Services
1.
33%
Bank, Ltd. (trust account)
(13) Relationships between the parties
Capitalrelationship
Panasonic owns 4,973,778,473 shares
(80.77%) of the number ofissued shares of SANYO (6,158,053,099
shares) as of today.
Personnelrelationship
3 corporate advisors of Panasonic assume
office as a director or acorporate auditor of SANYO.
Transactionrelationship
Panasonic conducts sales and purchase
transactions of finishedproducts, merchandise, material, etc. with
SANYO.
Status as arelated party
SANYO is Panasonic’s consolidated
subsidiary, and therefore, SANYOis a related party of
Panasonic.
(14) Operational results and financial conditions for the
recent 3 years Fiscal year ended Panasonic Corporation
(Consolidated, U.S. G.A.A.P.)
SANYO Electric Co., Ltd.
(Consolidated, U.S. G.A.A.P.)
March2008
March2009
March2010
March2008
March2009
March2010
Net assets 4,256,949 3,212,581 3,679,773 334,437 171,604 129,572
Total assets 7,443,614 6,403,316 8,358,057 1,683,837 1,345,403
1,391,273 Shareholders’ equity per share (yen) 1,781.11 1,344.50
1,348.63 1.31 (25.00) 17.64 Net sales 9,068,928 7,765,507 7,417,980
1,852,602 1,647,263 1,556,596 Operating profit 519,481 72,873
190,453 80,792 29,575 40,357 Ordinary income - - - - - -
Net income (loss)attributable to
thecompany’
281,877 (378,961) (103,465) 28,700 (93,226) (48,789)
Net income (loss) pershare attributable
tothe company (yen)
132.90 (182.25) (49.97) 4.67 (15.18) (7.94)
Dividend per share(yen)
35.00 30.00 10.00 0 0 0
(Note 1) As of September 30, 2010, unless
otherwise specified. (Note 2) In millions of yen, unless otherwise
specified. (Note 3) The item "Ordinary income" is omitted since it
does not exist under the United States Generally Accepted
Accounting Principles (U.S. G.A.A.P.), which have been adopted in
the consolidated results of Panasonic and SANYO. (Note 4) As SANYO
caused the semiconductor business to be a business in the process
of discontinuation from the three months ended June 30, 2010, the
"Net sales" and "Operating profit" of SANYO have been restated.
5. Status after the Share
Exchange
Wholly-owning parent company in the share exchange (1)
Corporate name Panasonic Corporation (2) Head office 1006,
Oaza Kadoma, Kadoma City, Osaka, Japan (3) Name and title of
representative President
Fumio Ohtsubo
(4) Description of business The manufacture and sale of
electric and electronic equipment etc. (5) Paid-in capital
258,740 million yen (6) Fiscal year end End of March (7)
Net assets Not determined at present (8) Total assets
Not determined at present
6. Outline of Accounting
Treatment
With respect to Panasonic, the Share Exchange is expected to be
treated as a capital transaction in accordance with U.S. G.A.A.P.,
and goodwill is not expected to arise.
7. Future Outlook
The impact of the Share Exchange on the operating results of
both Panasonic and SANYO is expected to be minor, since SANYO is
already a consolidated subsidiary of Panasonic.
8. Matters regarding Transaction, Etc.
with Controlling Shareholders
Panasonic is the controlling shareholder of SANYO, and the Share
Exchange is deemed to be, in relation to SANYO, a transaction, etc.
with a controlling shareholder. The Share Exchange complies with
"the Guidelines for Protection of Minority Shareholders Upon
Transactions, Etc. with Controlling Shareholders" as indicated in
the Corporate Governance Report disclosed by SANYO on October 29,
2010.
SANYO has determined what the Share Exchange Ratio should be,
and will implement the Share Exchange, after taking measures to
ensure the fairness of share exchange rate in the Share Exchange
and to avoid conflicts of interests as set out in 3.(5) "Measures
to Ensure Fairness" and 3.(6) "Measures to Avoid Conflicts of
Interest" above.
The guidelines that SANYO indicates in the Corporate Governance
Report disclosed on October 29, 2010 state that "the Company
independently makes management decisions as a listed company, and
prevents the transactions and other actions that are advantageous
to the parent company arising from disadvantages to the Company as
well as minority shareholders" and "the transaction with the parent
company is executed on the same conditions as those for the common
transactions fully taking into account the market price and other
factors".
Concerning the fact that the resolution of the implementation of
the Share Exchange is not disadvantageous to the minority
shareholders, especially from perspective of fairness of the price,
the Board of Directors of SANYO received a fairness opinion dated
December 20, 2010 from ABeam M&A Consulting, which is a
third-party valuation institution independent of, and without any
interest in, SANYO and Panasonic, stating that the Share Exchange
Ratio is fair for shareholders of SANYO other than Panasonic, Etc.
from a financial viewpoint.
The Board of Directors of SANYO also received a fairness opinion
dated December 20, 2010, from Mitsubishi UFJ Morgan Stanley, which
is a third-party valuation institution independent of, and without
any interest in, SANYO and Panasonic, stating that the Share
Exchange Ratio is fair for shareholders of SANYO other than
Panasonic from a financial viewpoint.
Moreover, the Board of Directors of SANYO received a report from
the Independent Committee that was established to ensure the
transparency, reasonableness, impartiality and fairness of the
Share Exchange, consisting of three outside experts independent of
SANYO and Panasonic, stating that (i) it is believed that fairness
of the process used to determine the share exchange ratio etc.,
concerning the Share Exchange has been ensured, and (ii) it is
believed that the Share Exchange has given full consideration to
the interest of the shareholders of SANYO other than Panasonic,
Etc. through fair procedures.
End
(Reference) Forecast of Consolidated Financial Results for
Current Fiscal Year and Consolidated Financial Results for Previous
Fiscal Year
Panasonic (forecast of consolidated
financial results for the current fiscal year as of July 29,
2010)
(in millions of yen)
Net sales
Operating profit
Income (loss)before incometaxes
Net income(loss)attributable
toPanasonicCorporation
Forecast of financial resultsfor current
fiscal year(fiscal year ending March 2011)
8,900,000 310,000
210,000 85,000
Financial results forprevious fiscal
year
(fiscal year ended March 2010)
7,417,980 190,453
(29,315)
(103,465)
SANYO (forecast of consolidated financial
results for the current fiscal year as of December 9, 2010)
(in millions of yen)
Net sales
Operating profit
Net income(loss)
fromcontinuingoperationsbefore incometaxes
Net income(loss)attributable toSANYO
Forecast of financial resultsfor current
fiscal year
(fiscal year ending March 2011)
1,600,000 40,000
15,000 (25,000)
Financial results forprevious fiscal
year
(fiscal year ended March 2010)
1,556,596 40,357
(28,981)
(48,789) (Notice Regarding Registration on Form F-4)
Panasonic Corporation has filed a registration statement on Form
F-4 ("Form F-4") with the SEC in connection with each of the
proposed share exchange between Panasonic Corporation and SANYO
Electric Co., Ltd. (the "SANYO Share Exchange") and between
Panasonic Corporation and Panasonic Electric Works Co., Ltd. (the
"PEW Share Exchange"). The Form F-4 for each of the SANYO Share
Exchange and the PEW Share Exchange contains a prospectus and other
documents. If each Form F-4 is declared effective, the prospectus
contained in the Form F-4 will be mailed to U.S. shareholders of
the subject company (SANYO Electric Co., Ltd. or Panasonic Electric
Works Co., Ltd.) prior to the shareholders' meeting at which the
relevant proposed share exchange will be voted upon. The Form F-4
and prospectus contain important information about the subject
company and Panasonic Corporation, the relevant share exchange and
related matters. U.S. shareholders of the subject company are urged
to read the Form F-4, the prospectus and other documents that have
been filed and may be filed with the SEC in connection with the
relevant share exchange carefully before they make any decision at
the shareholders' meeting with respect to the share exchange. Any
documents filed with the SEC in connection with the proposed share
exchange will be made available when filed, free of charge, on the
SEC's web site at www.sec.gov. In addition, upon request, the
documents can be distributed for free of charge. To make a request,
please refer to the following contact information. 1006,
Oaza Kadoma, Kadoma City, Osaka 571-8501 Japan Panasonic
Corporation Corporate Finance & IR Group Masahito Yamamura
Telephone: 81-6-6908-1121
Email: irinfo@gg.jp.panasonic.com
URL: http://panasonic.net/
Disclaimer Regarding Forward-Looking
StatementsThis 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 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 acquisition of all shares of Panasonic
Electric Works Co., Ltd. and SANYO Electric Co., Ltd. through
tender offers and share exchanges; 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 reports, on Form 20-F,
and any other reports and documents which are on file with the U.S.
Securities and Exchange Commission.
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