Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today
announced that its Board of Directors has decided and signed an
agreement to absorb Panasonic Electronic Devices Co., Ltd. (PED), a
wholly-owned consolidated subsidiary of Panasonic, and Panasonic
Electronic Devices Japan Co., Ltd. (PEDJ), a wholly-owned
subsidiary of PED, respectively. Each merger is expected to take
effect on April 1, 2012.
Details of the merger are outlined below.
1. Purpose of the Merger
Panasonic integrates its main devices business
in the same company to maximize the synergy by accelerating the
decision making for management and developing a sense of unity.
2. Summary of the Merger
(1) Schedule of the Merger August 31, 2011 Resolution of the
Board of Directors on the merger August 31, 2011 Signing of the
merger agreement April 1, 2012 (planned) Effective date of the
merger (Note: The merger will be conducted through a
simplified procedure provided under the Company Law of Japan, by
which resolutions of the shareholders' meetings of Panasonic, PED
and PEDJ will not be required.) (2) Method of the merger
Panasonic, as the continuing company, will absorb PED and PEDJ,
which will be dissolved upon the merger. (3) Allotment in
relation to the merger There shall be no allotment of shares or any
other consideration upon the merger. (4) Treatment of stock
acquisition rights and convertible bonds of the dissolving company
There are no stock acquisition rights or convertible bonds issued
by PED and PEDJ.
3. Basic information of Panasonic, PED
and PEDJ
(As of March 31, 2011)
Continuing Company Dissolving Company
Dissolving Company (1) Corporate name Panasonic Corporation
Panasonic ElectronicDevices Co., Ltd.
Panasonic ElectronicDevices Japan Co.,
Ltd.
(2) Head office
1006, Oaza Kadoma,Kadoma City,
Osaka,Japan
1006, Oaza Kadoma,Kadoma City,
Osaka,Japan
1006, Oaza Kadoma,Kadoma City,
Osaka,Japan
(3) Name and title
of representative
President,Fumio Ohtsubo
President,Toshiaki Kobayashi
President,Toshiaki Kobayashi
(4) Principal lines
of business
Manufacture and sale of electronic and electric equipment, etc.
Technological development, manufacture and
sale of devices such as capacitors, printed-wiring boards,
automotive sensors, fixed resistors, switches, tuners, power
supplies and speakers
Technological development, manufacture and
sale of devices such as capacitors, switches, fixed resistors,
automotive sensors and inductors
(5) Stated capital 258,740 million yen 23,013 million yen
200 million yen
(6) Date established December 15, 1935
(Established)October 30, 1950
(Inaugurated current business)February 21,
1976
(Established)December 20, 1968(Integrated
eight companiesinto one)April 1, 2008
(7) Number of
shares issued
2,453,053,497 shares 304,500,001 shares 400,000 shares (8) Fiscal
year end March 31 March 31 March 31
(9) Major shareholders
and shareholding ratio
The MasterTrust Bank ofJapan, Ltd.(trust
account)
4.76%
Panasonic Corporation
100
%
Panasonic ElectronicDevices Co., Ltd.
100
%
Japan TrusteeServices Bank,Ltd.
(trustaccount)
4.41% Moxley & Co. 3.20%
Nippon LifeInsuranceCompany
2.73%
SumitomoMitsui BankingCorporation
2.32%
(10) Operating
results and
financial conditions for
the year
ended March 31, 2011
Panasonic Corporation(Consolidated,
U.S.G.A.A.P.)
Panasonic ElectronicDevices Co.,
Ltd.(Non-consolidated,Japan G.A.A.P.)
Panasonic ElectronicDevices Japan Co.,
Ltd.(Non-consolidated,Japan G.A.A.P.)
Net assets 2,946,335 88,171 25,120 Total
assets 7,822,870 192,879 93,193
Shareholders'equity per share(yen)
1,236.05 289.56 62,801.88 Net sales 8,692,672
240,933 152,749 Operating profit 305,254
(2,716 ) 10,030 Ordinary income -- (1,879 )
9,499
Net income(loss)attributable tothe
company
74,017 (5,313 ) 5,624
Net income(loss) per shareattributable
tothe companyper share (yen)
35.75 (17.45 ) 14,061.82 Notes:
1. In millions of yen, unless otherwise specified. 2.
As of June 30, 2011, Panasonic holds 140,807,803 shares, 5.74%, of
its common stock. 3. The number of shares held by The Master Trust
Bank of Japan, Ltd. (trust account) reflects the shares entrusted
by Mitsubishi UFJ Trust and Banking Corporation and other
corporations, which have been originally entrusted with such shares
in their trust services. 4. The number of shares held by Japan
Trustee Services Bank, Ltd. (trust account) reflects the shares
entrusted by The Sumitomo Trust and Banking Co., Ltd. and other
corporations, which have been originally entrusted with such shares
in their trust services. 5.
Panasonic's "Shareholders' equity per
share" is presented in accordance with the United States Generally
Accepted Accounting Principles (U.S. G.A.A.P.). As for PED and
PEDJ, the amount of “Net assets per share” is stated instead of
“Shareholders’ equity per share."
6. The item “Ordinary income” is omitted since it does not exist
under U.S. G.A.A.P., which has been adopted by Panasonic on a
consolidated basis.
4. Conditions after the
Merger
Panasonic's corporate name, head office, name
and title of representative, principal lines of business, stated
capital and fiscal year end shall not be changed by this
merger.
5. Effect on Financial
Outlook
There shall be no effect on the consolidated
financial outlook of Panasonic for fiscal year ending March 31,
2012.
Disclaimer Regarding Forward-Looking
Statements
This press release includes forward-looking statements (within
the meaning of Section 27A of the U.S. Securities Act of 1933 and
Section 21E of the U.S. Securities Exchange Act of 1934) about
Panasonic and its Group companies (the Panasonic Group). To the
extent that statements in this press release do not relate to
historical or current facts, they constitute forward-looking
statements. These forward-looking statements are based on the
current assumptions and beliefs of the Panasonic Group in light of
the information currently available to it, and involve known and
unknown risks, uncertainties and other factors. Such risks,
uncertainties and other factors may cause the Panasonic Group's
actual results, performance, achievements or financial position to
be materially different from any future results, performance,
achievements or financial position expressed or implied by these
forward-looking statements. Panasonic undertakes no obligation to
publicly update any forward-looking statements after the date of
this press release. Investors are advised to consult any further
disclosures by Panasonic in its subsequent filings with the U.S.
Securities and Exchange Commission pursuant to the 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 business reorganization after the
acquisition of all shares of Panasonic Electric Works Co., Ltd. and
SANYO Electric Co., Ltd.; 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;
natural disasters including earthquakes, prevalence of infectious
diseases throughout the world and other events that may negatively
impact business activities of the Panasonic Group; as well as
direct or indirect adverse effects of the Great East Japan
Earthquake on the Panasonic Group in terms of, among others,
component procurement, manufacturing, distribution, economic
conditions in Japan including consumer spending and sales
activities overseas. The factors listed above are not all-inclusive
and further information is contained in Panasonic's latest annual
reports, Form 20-F, and any other reports and documents which are
on file with the U.S. Securities and Exchange Commission.
In order to be consistent with generally accepted financial
reporting practices in Japan, operating profit (loss) is presented
in accordance with generally accepted accounting principles in
Japan. The company believes that this is useful to investors in
comparing the company's financial results with those of other
Japanese companies. Under United States generally accepted
accounting principles, expenses associated with the implementation
of early retirement programs at certain domestic and overseas
companies, and impairment losses on long-lived assets are usually
included as part of operating profit (loss) in the statement of
income.
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