Panasonic Corp plans to buy out subsidiaries Sanyo Electric and Panasonic Electric Works for up to US$9.4bn.
Today, Panasonic Corporation, Panasonic Electric Works Co., Ltd. (TSE: 6991, “PEW”) and SANYO Electric Co., Ltd. announced that they resolved, at their respective Board of Directors meetings held today, to pursue a plan of Panasonic’s acquisition of all shares of PEW and SANYO (the “Subsidiaries”) in order to make them wholly-owned subsidiaries of Panasonic (the “Acquisitions”) by around April 2011 by way of tender offers and, thereafter, share exchanges.
The Panasonic Group will further combine the strengths of the three companies through the Acquisitions, and aim to accomplish the recently released three-year midterm management plan called the “Green Transformation 2012” (“GT12”), and further accelerate its efforts toward becoming the “No. 1 Green Innovation Company in the Electronics Industry,” presented as the vision of the 100th anniversary of its foundation.
In order to implement the Acquisitions, Panasonic resolved, at its above-mentioned Board of Directors meeting, to simultaneously commence tender offers for the shares of common stock of each of the Subsidiaries (the “Tender Offers”) (*). In addition, the Subsidiaries similarly resolved, at their respective Board of Directors meetings, to
endorse the Tender Offers, respectively, and to recommend that the Subsidiaries’ shareholders tender their shares in the Tender Offers. In the event that Panasonic does not purchase all of the PEW shares and SANYO shares anticipated to be purchased through the Tender Offers, Panasonic is thereafter anticipated to implement share to make each of PEW and SANYO a wholly-owned subsidiary of Panasonic (the “Share Exchanges”) in order to complete the Acquisitions.
For the purpose of the Acquisitions, Panasonic, PEW and SANYO adopted a plan whereby Panasonic will first implement the Tender Offers as mentioned above, and plans thereafter to conduct the Share Exchanges with the Subsidiaries by around April
2011. In such way, Panasonic has provided the Subsidiaries’ shareholders with the choice of either selling their shares at the tender offer purchase price or becoming shareholders of Panasonic through the Share Exchanges, which would enable them to continuously support the Panasonic Group’s efforts to realize GT12 and to become the “No.1 Green Innovation Company in the Electronics Industry.”