Osaka/Barcelona - Panasonic Corporation (Head office: Kadoma City, Osaka, President: Kazuhiro Tsuga; hereinafter, Panasonic) announced today that it will acquire an additional 20% of shares in Ficosa International, S.A. (Head office: Barcelona City, Spain, CEO: Javier Pujol; hereinafter, Ficosa), which is a global tier1 full service supplier of automotive parts and systems. Panasonic currently has a 49% stake in the issued shares of Ficosa, and this acquisition of additional shares (hereinafter, this transaction) will make Ficosa a consolidated subsidiary of Panasonic.
In order to complete this transaction, other general preconditions and conditions need to be met, including obtaining approval from European and other relevant authorities.
1. Objective of making Ficosa a Panasonic's subsidiary
Panasonic is aiming to reach sales of two trillion yen in its automotive business in fiscal year ending March 31, 2019, and is proceeding with initiatives targeting growth in the areas of 'Comfort', 'Safety' and 'Environment'. This includes concluding a capital and business alliance with Ficosa in June 2015, and starting the business partnership between the two companies. Since then, Panasonic and Ficosa have combined their respective technologies to jointly develop products such as electronic mirror systems, and subsequently secure orders for these new products. The companies are also working together to develop products such as Next-generation cockpit systems and Advanced driver assistance system (ADAS), which will facilitate business expansion in fields where future growth is anticipated. The business partnership has fostered a deep mutual understanding between both companies, and has led to Panasonic's decision to speed up synergies between both companies, especially in the areas of connectivity, autonomous driving, safety systems for increasingly assisted driving and e-mobility, which it believes will further raise each company's long-term corporate value.
Senior Managing Director Yoshio Ito of Panasonic commented: Panasonic and Ficosa hold each steadfast management philosophy, so we can expect to benefit from the synergy of the business partnership between both companies not only in manufacturing electronic mirror systems, but also in developing technology to create a connected car. We will accelerate development by drawing on our respective strengths; I firmly believe this will enable us to realize a strategy for further growth.
CEO Javier Pujol of Ficosa emphasised the strategic importance of this transaction: "In recent years, at Ficosa, we have made important efforts to carry out a profound technology transformation based on developing products with greater value added in electronics and software. Nevertheless, the technological transformation that draws the current transition of the automobile is enormous and requires great investments. Therefore, Panasonic's support is key to speed up synergies between both companies, consolidate our industrial project and gain the necessary critical mass to lead the transition of the automobile market in vehicle connectivity, autonomous driving, safety systems for increasingly assisted driving and e-mobility".
With this transaction, Panasonic will aim to reach sales of 2 trillion yen in its automotive business and boost the commercialization of products jointly developed by both companies, while also facilitate greater coordination in corporate governance.
2. Method of acquiring additional shares
Panasonic will acquire an additional 20% of Ficosa's issued shares by receiving of a portion of Ficosa's shares held by its shareholder Ficosa Inversión S.L.. Combined with the existing number of Ficosa's shares Panasonic holds, this additional acquisition will give Panasonic a 69% stake in the issued shares of Ficosa, subsequently making Ficosa a Panasonic's consolidated subsidiary.
|(1)||Resolution of the Board of Directors||February 28, 2017|
|(2)||Transaction||By April 2017|
4. Effect on consolidated financial results
This transaction is not expected to have any material effect on the forecast consolidated financial results of Panasonic for fiscal year ending March 31, 2017.
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(As of March 31, 2016)
(As of December 31, 2015)
|(1) Corporate name||Panasonic Corporation||Ficosa International, S.A.|
|(2) Location||1006, Oaza Kadoma, |
Kadoma City, Osaka, Japan
|Gran Via Carlos III, 98, Barcelona, Spain|
|(3) Name and title of representative||President, Kazuhiro Tsuga||President, Jose Maria Pujol Artigas |
CEO, Javier Pujol Artigas
|(4) Businesses||Manufacture and sale of electric and electronic equipment etc.||Engineering, manufactue and sale of mechatronic and electronic systems mainly for auto industry.|
|(5) Number of employees||249,520 |
(Consolidated, U.S. GAAP)
|(5) Stated capital||258,740 million yen||21,747 thousand euros|
|(6) Net sales||7,553,717 million yen |
(Consolidated, U.S. GAAP)
|1,112 million euros|
|(7) Date established||December 15, 1935||Founded in 1949, and established as Ficosa International S.A. on July 19, 1976.|
|(8) Total number of outstanding shares||2,453,053,497 shares||723,706 shares|
|(9) Fiscal year end||March 31||December 31|
|(10) Major shareholders and shareholding ratios||Japan Trustee Services Bank, Ltd. |
(trust account) 5.91%
The Master Trust Bank of Japan, Ltd. (trust account) 4.96%
STATE STREET BANK AND TRUST COMPANY 3.31%
Nippon Life Insurance Company
Panasonic Corporation Employee Stockholding Association 1.76%
|Ficosa Inversión, S.L. (including an indirect stake) 51%|
|(11) Relationship between the two companies||Capital: Panasonic has a 49% voting right in Ficosa. *1 |
Personnel: Panasonic posts 4 directors to Ficosa. *2
- Notes 1. As of March 31, 2016, Panasonic holds 132,057 thousand shares of its common stock.
- 2. *1 Upon completion of this transaction, Panasonic will have a 69% voting right in Ficosa.
- *2 Upon completion of this transaction, Panasonic will post 7 directors to Ficosa.