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Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today announced that its Board of Directors has decided and signed an agreement to absorb Panasonic Eco Solutions Power Tools Co., Ltd. (PESPT), a wholly-owned consolidated subsidiary of Panasonic. This merger is expected to take effect on April 1, 2013.Details of the merger are outlined below.
1. Purpose of the Merger
Panasonic aims to expand sales with utilizing the sales channels of the Company mainly in Asia and strengthen the cost competitiveness by commonalizing indirect personnel.
2. Summary of the Merger
Schedule of the Merger
December 21, 2012
Resolution of the Board of Directors on the merger
December 21, 2012
Signing of the merger agreement
April 1, 2013 (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 PESPT will not be required.)
Method of the merger
Panasonic, as the continuing company, will absorb PESPT, which will be dissolved upon the merger.
Allotment in relation to the merger
There shall be no allotment of shares or any other consideration upon the merger.
Treatment of stock acquisition rights and convertible bonds of the dissolving company
There are no stock acquisition rights or convertible bonds issued by PESPT.
3. Basic information of Panasonic and PESPT
(As of September 30, 2012)
Panasonic Eco Solutions Power Tools Co., Ltd.
1006, Oaza Kadoma, Kadoma City, Osaka, Japan
33 Oka-machi, Hikone City, Shiga, Japan
Name and title of representative
President, Kazuhiro Tsuga
President, Hiroyuki Ando
Principal lines of business
Manufacture and sale of electronic and electric equipment, etc.
Manufacture and sales of rechargeable power tool, etc.
258,740 million yen
450 million yen
December 15, 1935
April 1, 2009
Number of shares issued
Fiscal year end
Major shareholders and shareholding ratio
The MasterTrust Bank of Japan, Ltd. (trust account)
Panasonic Corporation 100%
Japan Trustee Services Bank, Ltd. (trust account)
Nippon Life Insurance Company
Sumitomo Mitsui Banking Corporation
SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS
Operating results and financial conditions for the year ended March 31, 2012
Panasonic Corporation (Consolidated, U.S. G.A.A.P.)
Panasonic Eco Solutions Power Tools Co., Ltd.(Non-consolidated, Japan G.A.A.P.)
Shareholders’ equity per share (yen)
Net income (loss) attributable to the company
Net income (loss) per share attributable to the company per share (yen)
In millions of yen, unless otherwise specified.
As of September 30, 2012, Panasonic holds 141,368,990 shares of its common stock.
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 PESPT, the amount of "Net assets per share" is stated instead of "Shareholders' equity per share."
With respect to Panasonic, 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.