Panasonic Announces Delisting Schedule from New York Stock Exchange
01 Aprile 2013 - 10:30AM
Business Wire
Panasonic Corporation (NYSE:PC) (TOKYO:6752) ("Panasonic"),
today announced the delisting schedule from the New York Stock
Exchange ("NYSE") and notified to the NYSE on April 1, 2013
(Eastern Time in the U.S.) that it will apply for voluntary
delisting of its American Depositary Shares ("ADSs"), in connection
with its announcement on March 28, 2013 relating to its intention
of delisting from the NYSE.
1. Reason for Delisting
Panasonic listed its ADSs on the NYSE in December 1971 mainly to
promote trading of its shares and to raise the visibility of the
Panasonic brand in the U.S. Since then, Panasonic has made efforts
to enhance disclosures for shareholders and investors with the goal
of deepening their understanding of Panasonic, in addition to
complying with the disclosure requirements of U.S. securities laws
and regulations, providing financial statements in accordance with
U.S. generally accepted accounting principles ("U.S. GAAP"), and
establishing internal controls in accordance with the
Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has
significantly changed as indicated by the increases in trading
volume of Japanese stocks through stock exchanges in Japan by
overseas investors due to the internationalization of the Japanese
financial and capital markets, as well as the narrowing of the gap
between U.S. and Japanese disclosure standards with respect to
financial reporting due to a series of amendments to Japanese laws
and regulations and accounting standards.
While Panasonic believes the initial objectives of the U.S. ADS
listing were mainly achieved, it judges that the continued listing
on the NYSE is not economically justified, taking into account the
fact that the trading volume of Panasonic's ADSs on the NYSE
accounts for only a small fraction of the total trading volume of
Panasonic's shares. Therefore, Panasonic has decided to apply for
voluntary delisting of its ADSs from the NYSE and for termination
of registration of its ADSs with SEC under the Exchange Act.
2. Listed Stock Exchange
Tokyo Stock Exchange, Osaka Securities Exchange, Nagoya Stock
Exchange
3. Delisting schedule (Eastern Time in
the U.S.)
April 1, 2013 Panasonic to provide NYSE with a written
pre-notice of the delisting application April 11, 2013 Panasonic to
file Form 25 with the SEC for NYSE delisting and SEC deregistration
April 22, 2013 Delisting to become effective Panasonic to file Form
15F with the SEC to terminate Panasonic's reporting obligations
under the Exchange Act July 2013 Deregistration with SEC to become
effective Termination of Panasonic's reporting obligations under
the Exchange Act to become effective The schedule provided
above including the anticipated effective dates may be delayed if
the SEC objects or requests an extended review or for other
reasons.
4. Future Plans
While Panasonic's reporting obligations under the Exchange Act
(including the obligation to file annual reports on Form 20-F) will
be terminated, Panasonic will continue to prepare English
consolidated financial statements in accordance with U.S. GAAP and
disclose them on Panasonic's website, in addition to English
translations of disclosure documents pursuant to Japanese law and
relevant information such as news releases, in order to facilitate
comparisons with past disclosure. Continuous efforts will be made
to maintain and enhance governance and disclosure for shareholders
and investors.
After delisting its ADSs from the NYSE, Panasonic intends to
maintain its American Depositary Receipt Program in the U.S., and
therefore anticipates that its ADSs will continue to be traded in
the U.S. on the over-the-counter market.
5. Contact Information for inquiries
regarding Panasonic's ADSs
JPMorgan Service Center (U.S.)
Tel: U.S.: 1-800-990-1135 (toll free)
International: +1-651-453-2128
Website: www.adr.com
E-mail: jpmorgan.adr@wellsfargo.com
(Shareholder Service Representatives are available Monday through
Friday, from 7:00 a.m. to 7:00 p.m. Eastern Time in the U.S.)
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