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Panasonic To Absorb Wholly-Owned Subsidiary (Panasonic Eco Solutions Power Tools Co., Ltd.)

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

 
(1)   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.)
 
(2) Method of the merger
Panasonic, as the continuing company, will absorb PESPT, 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 PESPT.
 

3. Basic information of Panasonic and PESPT

 

(As of September 30, 2012)

      Continuing Company   Dissolving Company

(1)

Corporate name

Panasonic Corporation Panasonic Eco Solutions Power Tools Co., Ltd.

(2)

Head office

1006, Oaza Kadoma,

Kadoma City, Osaka, Japan

33 Oka-machi, Hikone City, Shiga, Japan

(3)

Name and title of representative

President, Kazuhiro Tsuga President, Hiroyuki Ando

(4)

Principal lines of business

Manufacture and sale of electronic and electric equipment, etc. Manufacture and sales of rechargeable power tool, etc.

(5)

Stated capital

258,740 million yen 450 million yen

(6)

Date established

December 15, 1935 April 1, 2009

(7)

Number of shares issued

2,453,053,497 shares 9,000 shares

(8)

Fiscal year end

March 31 March 31

(9)

Major shareholders and shareholding ratio

The MasterTrust Bank of Japan, Ltd. (trust account)   5.17% Panasonic Corporation 100%
Japan Trustee Services Bank, Ltd. (trust account) 5.07%
Nippon Life Insurance Company 3.12%

Sumitomo Mitsui Banking Corporation

2.72%

 

SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS

 

2.57%

(10)

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.)
  Net assets 1,977,566 154
  Total assets 6,601,055 1,942
  Shareholders’ equity per share (yen) 834.79 17,110.42  
  Net sales 7,846,216 6,196
  Operating profit 43,725 (75)
  Ordinary income -- (93)
  Net income (loss) attributable to the company (772,172) (174)
  Net income (loss) per share attributable to the company per share (yen)   (333.96)   (19,278.47)
Notes:  

1.

 

In millions of yen, unless otherwise specified.

2.

As of September 30, 2012, Panasonic holds 141,368,990 shares of its common stock.

3.

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."

4.

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.

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