Progress Regarding Preparation for Tender Offer by Panasonic for SANYO Shares (Update)
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 report dated February 27, 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 89,804,900 shares of Class A preferred stock and 64,134,300 shares of Class B preferred stock, which would be equivalent to 25.00% of the aggregate number of issued shares of SANYO assuming that all Class A preferred stock and Class B preferred stock are converted into common stock. Evolution Investments Co., Ltd. currently owns 89,804,900 shares of Class A preferred stock and 88,766,600 shares of Class B preferred stock, which would be equivalent to 29.00% of the aggregate number of issued shares of SANYO assuming that all Class A preferred stock and Class B preferred stock are converted into common stock.
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 June 2009.
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