Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today
announced that its Board of Directors has decided to continue the
company's policy toward Large-scale Purchases of Panasonic shares.
This policy, called the ESV (Enhancement of Shareholder Value)
Plan, was originally announced on April 28, 2005, and since then,
the Board of Directors has announced the continuation thereof each
year. As stated in the April 28, 2005 press release, the ESV Plan
reflects Panasonic's policy toward:
(i) a purchase of Panasonic shares by a group
of shareholders1 with the intent to hold 20% or more of the total
voting rights2 of Panasonic, or (ii) a purchase of Panasonic shares
resulting in a group of shareholders holding 20% or more of the
total voting rights of Panasonic. (The ESV Plan does not apply to
cases where Panasonic's Board of Directors has given consent in
advance of purchases set out in (i) or (ii) above.)
In the following outline of the details of the
ESV Plan, a purchase of Panasonic shares set out in (i) or (ii)
above shall be referred to as a Large-scale Purchase, and a person
or a company that intends to conduct a Large-scale Purchase shall
be referred to as the Large-scale Purchaser.
1. Basic Philosophy
Panasonic's Board of Directors believes that
the company's shareholders should make the final decisions as to
whether or not a Large-scale Purchase is acceptable. If a
Large-scale Purchase is to be conducted, sufficient information
should be provided through the Board of Directors to shareholders
so that they may make appropriate decisions. The Board of Directors
intends to assess and examine any proposed Large-scale Purchase
after the information on such Large-scale Purchase is provided, and
subsequently to disclose the opinion of the Board of Directors, to
assist shareholders in making their decisions. The Board of
Directors may negotiate with the Large-scale Purchaser or offer
alternative plans to shareholders, if it is deemed necessary.
The Panasonic Group recorded consolidated net
sales of 7,846.2 billion yen for fiscal 2012, ended March 31, 2012,
and consists of 578 consolidated subsidiaries and 330,767 employees
on a consolidated basis, as of March 31, 2012. Taking into account
the scale of the company's operations and the wide range of its
business fields, Panasonic believes it would be helpful for
shareholders to receive proper information from both the
Large-scale Purchaser and the Board of Directors so that they may
examine the terms of the Large-scale Purchase that may have an
impact on the management of the company, including the adequacy of
the purchase price. The company believes that if a Large-scale
Purchase is to be conducted, shareholders should be made aware of
its potential impact on the future management of the Panasonic
Group, as well as management policies and business plans that the
Large-scale Purchaser wishes to adopt, and the influence on other
various stakeholders such as customers and employees, in order to
determine whether or not the Large-scale Purchase is
acceptable.
Under the basic philosophy mentioned above,
Panasonic's Board of Directors has established rules concerning
Large-scale Purchases of Panasonic shares (hereinafter referred to
as the Large-scale Purchase Rules) as described below. The Board of
Directors will require any Large-scale Purchaser to comply with
these rules. If the Large-scale Purchaser does not comply with
these rules, the Board of Directors intends to take certain
countermeasures.
For your information, please refer to the
major shareholders of Panasonic as described in attachment 1
hereto. Also, please note that as of the present time, Panasonic
has not received any specific proposals for a Large-scale
Purchase.
2. Large-scale Purchase Rules
Panasonic's Board of Directors believes that a
Large-scale Purchaser should comply with the Large-scale Purchase
Rules for the benefit of all shareholders of Panasonic. The
Large-scale Purchase Rules require that (i) a Large-scale Purchaser
provide sufficient information to the Board of Directors, and (ii)
a Large-scale Purchaser be permitted to commence the Large-scale
Purchase only after the prescribed period during which the Board of
Directors assesses the Large-scale Purchase.
First, a Large-scale Purchaser is required to
provide Panasonic's Board of Directors with sufficient information
(hereinafter referred to as the Large-scale Purchase Information)
so that the company's shareholders may make decisions and the Board
of Directors may form its opinion regarding such Large-scale
Purchase. The Large-scale Purchase Information includes the
followings:
(1) an outline of the Large-scale Purchaser and its group;
(2) the purposes and conditions of the Large-scale Purchase; (3)
the basis for determination of the purchase price and funds for
purchase; and (4) management policies and business plans which the
Large-scale Purchaser intends to adopt after the completion of the
Large-scale Purchase.
Since details of the Large-scale Purchase
Information may vary depending on each specific Large-scale
Purchase, the Board of Directors, first of all, requires the
Large-scale Purchaser to submit to Panasonic a letter of intention
to comply with the Large-scale Purchase Rules, specifying the name
of the Large-scale Purchaser, address, governing law of
incorporation, the name of the representative, contact details in
Japan and an outline of the proposed Large-scale Purchase. Within
five business days after receipt of such letter, the Board of
Directors will deliver to the Large-scale Purchaser a list of the
Large-scale Purchase Information to be initially provided by the
Large-scale Purchaser. If the information initially provided by the
Large-scale Purchaser is deemed insufficient as Large-scale
Purchase Information, the Board of Directors may request additional
information until it receives sufficient information with such
decision made by referring to advice from outside professionals,
such as lawyers and financial advisors and fully respecting the
opinions of outside directors and corporate auditors. The Board of
Directors will disclose the proposed Large-scale Purchase and all
or part of the Large-scale Purchase Information submitted to the
Board of Directors at the time it deems appropriate, if such
disclosure is considered necessary for shareholders to make
decisions.
After all the Large-scale Purchase Information
is provided, Panasonic's Board of Directors should be allowed a
sixty day period (in the case of the purchase of all Panasonic
shares by a tender offer with cash-only (yen) consideration) or a
ninety day period (in the case of any other Large-scale Purchase),
depending on the difficulty level of assessment, as the period
during which it will assess, examine, negotiate, form an opinion
and seek alternatives (hereinafter referred to as the Assessment
Period). The Large-scale Purchase, therefore, shall be commenced
only after the Assessment Period has elapsed. The Board of
Directors will thoroughly assess and examine the Large-scale
Purchase Information with advice from outside professionals during
the Assessment Period, and disclose its opinion.
As mentioned above, the Board of Directors may
negotiate with the Large-scale Purchaser in order to improve the
terms of the proposed Large-scale Purchase or it may offer
alternative plans to shareholders, as necessary.
3. Countermeasures against non-compliance
with the Large-scale Purchase Rules
The ESV Plan includes countermeasures to be
taken in the event of non-compliance with the Large-scale Purchase
Rules. In the ESV Plan, non-compliance with the Large-scale
Purchase Rules is the condition triggering Panasonic's
countermeasures, in principle.
If a Large-scale Purchaser does not comply
with the Large-scale Purchase Rules, Panasonic's Board of Directors
may take countermeasures against the Large-scale Purchaser to
protect the interests of all shareholders. Countermeasures include
the implementation of stock splits, issuance of stock acquisition
rights or any other measures that the Board of Directors is
permitted to take under the Company Law in Japan or other laws and
the company's articles of incorporation. The Board of Directors
will make decisions relating to countermeasures by referring to
advice from outside professionals, such as lawyers and financial
advisers and fully respecting the opinions of outside directors and
corporate auditors. The Board of Directors will adopt specific
countermeasures which it deems appropriate at that time. If the
Board of Directors elects to make a stock split for shareholders as
of a certain record date, the maximum ratio of the stock split
shall be five-for-one. If the Board of Directors elects to issue
stock acquisition rights in a rights offering, the outline of the
issuance thereof shall be as described in attachment 2 hereto. If
the Board of Directors elects to issue stock acquisition rights as
a countermeasure, it may determine the exercise period and exercise
conditions of the stock acquisition rights in consideration of the
effectiveness thereof as a countermeasure, such as the condition
not to belong to a specific group of shareholders including a
Large-scale Purchaser.
The purpose of the Large-scale Purchase Rules
is to provide an opportunity for Panasonic's shareholders to
receive necessary information about the Large-scale Purchase, as
well as the opinion and any alternative plans from Panasonic's
Board of Directors, in order to determine whether or not the
Large-scale Purchase is acceptable. Panasonic believes these rules
will benefit shareholders by providing them with sufficient
information to make a decision about a Large-scale Purchase that
may have an impact on the management of the company. If a
Large-scale Purchaser complies with the Large-scale Purchase Rules,
the Board of Directors does not intend to prevent the Large-scale
Purchase at its own discretion, unless it is clear that such
Large-scale Purchase will cause irreparable damage or loss to
Panasonic. As an exception, however, in the event that it is clear
to the Board of Directors that a Large-scale Purchase will cause
irreparable damage or loss to Panasonic and as a result, the Board
of Directors makes a decision to take countermeasures to prevent
such Large-scale Purchase, the Board of Directors will disclose
such decision in a timely and appropriate manner. On making such a
decision, the Board of Directors will refer to advice from outside
professionals, such as lawyers and financial advisers and fully
respect the opinions of outside directors and corporate
auditors.
If the Board of Directors decides after
considering the interest of all shareholders that it would be
appropriate to confirm the desires of the shareholders before
taking the countermeasures stated above, the company will hold a
general meeting of shareholders. If the Board of Directors decides
to hold such a meeting, the company will disclose the fact that a
general meeting of shareholders will be held and the reasons
therefor.
The company believes that the establishment of
the Large-scale Purchase Rules and countermeasures to be taken in
the event of non-compliance with such rules are reasonable and
appropriate in order to protect the legitimate interests of all
Panasonic shareholders. The company recognizes that the
aforementioned countermeasures may cause damage or loss, economic
or otherwise, to a prospective Large-scale Purchaser who does not
comply with the Large-scale Purchase Rules. Thus, the company is
hereby advising in advance against commencing a Large-scale
Purchase that does not comply with the Large-scale Purchase
Rules.
4. Effect on Panasonic's shareholders and
investors
Panasonic does not anticipate that taking
countermeasures will cause shareholders, other than the Large-scale
Purchaser, economic damage or loss of any rights, however, in the
event that the Board of Directors determines to take a specific
countermeasure, the Board of Directors will disclose such
countermeasure in a timely and appropriate manner, pursuant to
relevant laws and financial instruments exchange regulations.
Regarding necessary procedures for shareholders in the event that a
specific countermeasure is taken, in the case of an issuance of
stock acquisition rights, in order to acquire stock acquisition
rights, shareholders need to apply for acquisition within a certain
prescribed period, depending on the issuance methods for stock
acquisition rights. In addition, in order to exercise stock
acquisition rights and acquire stock, shareholders need to pay the
exercise price within a certain prescribed period. When the Board
of Directors decides to acquire stock acquisition rights, it may
deliver stocks to shareholders without paying the amount equivalent
to the exercise price, in exchange for the acquisition of the stock
acquisition rights. In the case of a stock split and an issuance of
stock acquisition rights, shareholders must be recorded in the last
shareholders' register as of the record date of the stock split or
the issuance of stock acquisition rights, which shall be determined
and announced publicly by the Board of Directors. Panasonic will
announce the details of such procedures and any other procedures
necessary to protect the interests and rights of shareholders and
investors in accordance with relevant laws and financial
instruments exchange regulations when the Board of Directors
actually determines to take countermeasures including stock splits
and issuances of stock acquisition rights.
Each Corporate Auditor, including each outside
Corporate Auditor, stated agreement to re-adopt this policy at this
time on condition that it is duly implemented. The terms of office
of all Directors are for one year, and they are elected at an
annual general meeting of shareholders in June of each year. All of
the two (2) Outside Directors and three (3) Outside Corporate
Auditors are notified to the financial instruments exchanges as
independent directors or independent corporate auditors and do not
have any conflict of interests with our shareholders. Panasonic's
Board of Directors intends to review the Large-scale Purchase
Rules, as necessary, for reasons including amendments to applicable
legislation. Any such review would be conducted strictly in the
interests of all shareholders.
Notes: 1.
A group of shareholders (tokutei-kabunushi
group) means a holder (defined in Paragraph 1, Article 27-23 of the
Financial Instruments and Exchange Law, including a person or a
company deemed as a holder pursuant to Paragraph 3 thereof) of
shares and other securities (defined in Paragraph 1, Article 27-23
of the Financial Instruments and Exchange Law) or a person or a
company who makes a purchase (defined in Paragraph 1, Article 27-2
of the Financial Instruments and Exchange Law, including a purchase
made on a financial instruments exchange market) and any joint
holders (defined in Paragraph 5, Article 27-23 of the Financial
Instruments and Exchange Law, including a person or a company
deemed as a joint holder pursuant to Paragraph 6 thereof) and any
specially related parties (defined in Paragraph 7, Article 27-2 of
the Financial Instruments and Exchange Law).
2. The number of total voting rights shall be the number of voting
rights with respect to all issued shares of Panasonic at the
relevant time, excluding the shares held by Panasonic as treasury
stock, the number of which appears in the latest Treasury Stock
Purchase Report under the Financial Instruments and Exchange Law.
(Attachment 1)
The major shareholders of Panasonic as of
March 31, 2012
Name of Shareholder
Number ofShares Held(thousands
ofshares)
Percentageof SharesHeld in
TotalIssuedShares (%)
The Master Trust Bank of Japan Ltd.(trust
account)
133,064 5.42
Japan Trustee Services Bank, Ltd.(trust
account)
127,720 5.20 Nippon Life Insurance Company 76,728 3.12 Sumitomo
Mitsui Banking Corporation 66,817 2.72 Moxley & Co. LLC 57,930
2.36
Panasonic Corporation EmployeeShareholding
Association
49,871 2.03
SSBT OD05 Omnibus
Account-TreatyClients
46,982 1.91 Sumitomo Life Insurance Co. 37,408 1.52 State Street
Bank and Trust Co. 33,939 1.38
Japan Trustee Services Bank, Ltd.(trust
account 9)
30,206 1.23 Notes: 1. Amounts less than one
thousand have been discarded. 2. The number of treasury stock is
141,351 thousand shares.
(Attachment 2)
Outline of issuance of
stock acquisition rights
(In case the Board of Directors elects to issue stock
acquisition rights in a rights offering)
1. Shareholders who are entitled to
receive stock acquisition rights and conditions of issuance
thereof:
One stock acquisition right shall be granted
to a shareholder, per one share held by such shareholder (excluding
the shares held by Panasonic as treasury stock), whose name is
recorded in the register of shareholders as of the record date to
be specified and published by the Board of Directors. In this
regard, Panasonic may either (i) grant to each of the shareholders
holding a share of common stock a right to subscribe for a stock
acquisition right and to make an offering for subscription of the
offered stock acquisition right, or (ii) distribute stock
acquisition rights to the shareholders without consideration.
2. Type and number of shares to be
acquired upon exercise of stock acquisition rights:
The type of shares to be acquired upon
exercise of stock acquisition rights shall be common stock, and the
number of shares to be acquired upon exercise of one stock
acquisition right shall be one share.
3. Total number of stock acquisition
rights to be issued:
The total number of stock acquisition rights
to be issued shall be determined by the Board of Directors up to 5
billion stock acquisition rights. The Board of Directors may issue
stock acquisition rights more than once within the maximum number
of 5 billion stock acquisition rights to be issued in total.
4. Payment amount of each stock
acquisition right in the case of item 1, (ii) above:
No payment is required.
5. Price of assets to be invested upon
exercise of each stock acquisition right:
The price of assets to be invested upon
exercise of a stock acquisition right shall be one Japanese yen or
more to be determined by the Board of Directors.
6. Restriction on transfer of stock
acquisition rights:
Acquisition of stock acquisition rights by way
of assignment thereof requires the approval of the Board of
Directors.
7. Conditions of exercise of stock
acquisition rights:
The Board of Directors may prohibit a person
or company belonging to a group of shareholders (tokutei-kabunushi
group) including a Large-scale Purchaser (excluding the case where
the Board of Directors approves that an acquisition or shareholding
of shares and other securities of Panasonic by the person or
company does not conflict with the benefit of all shareholders of
Panasonic) from exercising stock acquisition rights.
8. Exercise period and other conditions of
stock acquisition rights:
Exercise period, conditions of acquisitions
and other conditions of stock acquisition rights shall be
determined by the Board of Directors. The Board of Directors may
determine that the company may repurchase stock acquisition rights
("Qualified Stock Acquisition Rights") that are not held by a
holder of a stock acquisition right who is prohibited from
exercising stock acquisition rights due to the exercise conditions
mentioned in item 7 above, and deliver one share of common stock to
be determined by the Board of Directors per one Qualified Stock
Acquisition Right to each of the holders thereof.
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