Further details of the agreement included in the press release stated that:
- Panasonic will aim to acquire the majority of the voting rights of SANYO assuming full dilution (which takes into account conversion of Class A preferred stock and Class B preferred stock into common stock) by means of a public tender offer bid. Upon the tender offer, the purchase price will be 131 yen per share of common stock, 1,310 yen per share of Class A preferred stock and 1,310 yen per share of Class B preferred stock. Panasonic has received an opinion from Merrill Lynch Japan Securities Co. Ltd. that, under certain assumptions, those purchase prices are fair from a financial point of view to Panasonic. The minimum number of shares to be purchased in the tender offer will be a majority of issued shares of SANYO. Panasonic plans to convert Class A preferred stock and Class B preferred stock of SANYO that Panasonic has acquired into common stock of SANYO (alternatively, the major shareholders may convert Class A preferred stock and Class B preferred stock into common stock and subsequently tender the common stock in the tender offer). In addition, SANYO supports the tender offer and will express its affirmative view on the tender offer if it is commenced.
- Panasonic and SANYO will form a close alliance in business with the prospect of organizational restructurings of both companies.
- Panasonic will commence the tender offer as soon as is practical, subject to, among other conditions, completion of the procedures and the measures that are necessary under domestic and overseas competition laws and regulations. It is expected to take a certain amount of time for the procedures of the regulatory authorities to be completed. Therefore, no later than around the end of February next year, the progress up to that time will be disclosed.
The agreement also stipulates that a “Collaboration Committee” will be set up to look at management systems, technology development, procurement, logistics, quality control and IT infrastructure, in order to achieve the outcomes of collaboration between the two companies as soon as possible after making SANYO a subsidiary of Panasonic.
In addition, Panasonic will consider various options including a possible investment of around 100 billion yen in order to achieve the synergy of both companies.
SANYO will maintain the listing of its common stock on the stock exchanges after consummation of the tender offer, and in the event that the results of the tender offer may possibly lead to the violation of the listing requirements, both Panasonic and SANYO shall consult each other to deliberate on the measures to be taken in order to avoid delisting of SANYO common stock.
Best known for its Panasonic brand name, Panasonic Corporation is a worldwide leader in the development and manufacturing of electronic products for a wide range of consumer, business and industrial needs. Based in Osaka, Japan, the company recorded consolidated net sales of 9.07 trillion yen (approximately $90.52 billion in U.S. dollars) for the year ended March 31, 2008. The company's shares are listed on the Tokyo, Osaka, Nagoya and New York stock exchanges.
SANYO Electric Co. Ltd. aims to become a “leading company for energy and environment.” SANYO's businesses are divided into three business areas: Energy, Electronics and Ecology. These three areas cover a broad range of products and services such as rechargeable batteries, photovoltaic systems, HVAC/R equipment, digital imaging devices, personal navigation devices, home appliances, electronic components and others.