The big business news today out of Osaka, Japan is that Panasonic and Sanyo are preparing for a public tender offer for Sanyo shares by Panasonic as part of a “capital and business alliance”. The resulting partnership, which may include sharing of technology product lines, could produce a more dominant consumer electronics corporate duo. Both companies make lines of camcorders and other consumer electronics devices, while Panasonic has made major inroads into the consumer digital camera market and some models, such as the groundbreaking micro four thirds camera, the Lumix G1, have attained an enthusiastic following. Sanyo also has divisions devoted to rechargeable batteries, photovaltic systems, HVAC equipment, and home appliances.
For details, read the joint Panasonic/Sanyo press release:
Progress Regarding Preparation for Tender Offer by Panasonic for SANYO Shares
Osaka — Panasonic Corporation (NYSE: PC/ TSE: 6752, “Panasonic”) and SANYO Electric Co. Ltd. (TSE: 6764, “SANYO”) are currently preparing for the public tender offer for SANYO shares by Panasonic (the “Tender Offer”) following the conclusion of the Capital and Business Alliance Agreement announced in the press release titled “Panasonic and SANYO Agree to Capital and Business Alliance” dated December 19, 2008. This is an update, following the progress reports dated February 27 and April 28, 2009, on the progress of preparation including the procedures required for the launch of the Tender Offer under domestic and foreign competition laws and regulations as follows:
Pursuant to domestic and foreign competition laws and regulations, necessary procedures in Japan, the U.S., Europe, China and other countries required for the launch of the Tender Offer are in progress, including responses to the Request for Additional Information (Second Request) which Panasonic and SANYO received in the U.S. The procedures in some of the countries have been completed and Panasonic and SANYO will continue to make their efforts to promptly complete necessary procedures and measures in the remaining countries. The Tender Offer is scheduled to be launched as soon as practicable following the completion of necessary procedures and measures under domestic and foreign competition laws and regulations.
As reported in the press release dated December 19, 2008, Oceans Holdings Co., Ltd. (an affiliate company of Goldman Sachs Group, Inc.), Evolution Investments Co., Ltd. (a wholly-owned subsidiary of Daiwa Securities SMBC Principal Investments Co., Ltd.) and Sumitomo Mitsui Banking Corporation, which are the major shareholders of SANYO, have been positively considering the sale of SANYO shares in the Tender Offer. Among them, Panasonic entered into a tender agreement with Evolution Investments Co., Ltd. on March 31, 2009, under which Evolution Investments Co., Ltd. will, subject to certain conditions, tender in the Tender Offer, from among the SANYO shares that it holds, all shares of Class A preferred stock (89,804,900 shares) and most shares of Class B preferred stock (64,134,300 shares), the sum of which would be equivalent to 25.00% of the aggregate number of issued shares of SANYO on a full diluted basis. In addition, Panasonic entered into a tender agreement with Sumitomo Mitsui Banking Corporation on April 30, 2009, under which Sumitomo Mitsui Banking Corporation will, subject to certain conditions, tender in the Tender Offer, from among the SANYO shares that it holds, all shares of Class A preferred stock (2,932,400 shares) and most shares of Class B preferred stock (54,349,700 shares), the sum of which would be equivalent to 9.30% of the aggregate number of issued shares of SANYO on a full diluted basis.
Update on further progress of procedures under the competition laws and regulations and information on the timing of the launch will be announced by late August 2009.
