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Aug 31, 2011
Panasonic to Absorb Wholly-Owned Subsidiary (Panasonic Electric Works Co., Ltd.)
Osaka, Japan, August 31, 2011 - Panasonic Corporation ([NYSE:PC/TSE:6752] "Panasonic") today announced that its Board of Directors has decided and signed an agreement to absorb Panasonic Electric Works Co., Ltd. (PEW), a wholly-owned consolidated subsidiary of Panasonic. The merger is expected to take effect on January 1, 2012.
Details of the merger are outlined below.
1. Purpose of the Merger
Panasonic strengthen its business infrastructure and sales ability by unifying the sales platform to Panasonic in order to reinforce the comprehensive solutions business, which is the key business of the Company. Meanwhile, Panasonic maximizes the group synergy by promoting the unified and efficient business management through integrating the lighting, home appliances and devices businesses.
2. Summary of the Merger
|August 31, 2011||Resolution of the Board of Directors on the merger|
|August 31, 2011||Signing of the merger agreement|
|January 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 and PEW will not be required.)
(2) Method of the merger
Panasonic, as the continuing company, will absorb PEW, 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 PEW.
3. Basic information of Panasonic and PEW
|Continuing Company||Dissolving company|
|(1) Corporate name||Panasonic Corporation||Panasonic Electric Works Co., Ltd.|
|(2) Head office||1006, Oaza Kadoma,
Kadoma City, Osaka, Japan
|1048, Oaza Kadoma,
Kadoma City, Osaka, Japan
|(3) Name and title of representative||President,
|President and Representative Director,
|(4) Principal lines of business||Manufacture and sale of electronic and electric equipment, etc.||Manufacture and sale of electrical and electronic equipments, etc.|
|(5) Stated capital||258,740 million yen||148,513 million yen|
|(6) Date established||December 15, 1935||December 15, 1935|
|(7) Number of shares issued||2,453,053,497 shares||751,074,788 shares|
|(8) Fiscal year end||March 31||March 31|
|(9) Major shareholders and shareholding ratio||
|(10) Operating results and financial conditions for the year ended March 31, 2011||Panasonic Corporation
(Consolidated, U.S. G.A.A.P.)
|Panasonic Electric Works Co., Ltd.
(Consolidated, Japan G.A.A.P.)
|Shareholders' equity per share (yen)||1,236.05||878.50|
|Net income attributable to the company||74,017||19,085|
|Net income per share attributable to the company per share (yen)||35.75||25.81|
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 PEW, 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.
- Akira Kadota (Japan)
- Global Public Relations Office
- (Tel: +81-3-6403-3040)
- Panasonic News Bureau (Japan)
- (Tel: +81-3-3542-6205)
- Jim Reilly (U.S.)
- (Tel: +1-201-392-6067)
- Anne Guennewig (Europe)
- (Tel: +49-611-235-457)
- Makoto Mihara (Japan)
- Investor Relations
- (Tel: +81-6-6908-1121)
- Yuko Iwatsu (U.S.)
- Panasonic Finance (America), Inc.
- (Tel: +1-212-698-1360)
- Hiroko Carvell (Europe)
- Panasonic Finance (Europe) plc
- (Tel: +44-20-3008-6887)
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