As announced in the press release titled “Announcement of
Commencement of Tender Offer for Share Certificates, Etc. of
PanaHome Corporation (Stock Code: 1924) and Termination of Share
Exchange Agreement between Panasonic Corporation and PanaHome
Corporation” dated April 21, 2017 (the “April 21, 2017 Press
Release”), Panasonic Corporation (the “Tender Offeror”) resolved at
a meeting of its board of directors held on April 21, 2017 to
implement a tender offer (the “Tender Offer”), with the
commencement date of the Tender Offer being April 28, 2017, as a
part of a transaction aiming to acquire all of the shares of common
stock (the “Target Company’s Shares”) of PanaHome Corporation
(Stock Code: 1924, First Section of the Tokyo Stock Exchange, Inc.
(the “Tokyo Stock Exchange”), the “Target Company”) (excluding the
Target Company’s Shares held by the Tender Offeror and the treasury
shares held by the Target Company) and make the Target Company a
wholly owned subsidiary of the Tender Offeror. Pursuant to the
“Memorandum of Understanding with respect to the Termination of the
Share Exchange Agreement and Implementation of the Tender Offer”
entered into by and between the Tender Offeror and the Target
Company as of April 21, 2017 (the “MoU”), the implementation of the
Tender Offer is subject to each of the following conditions being
satisfied: (i) from the execution date of the MoU until the
commencement date of the Tender Offer, no event that will have a
material adverse effect on the businesses, assets, debts, financial
position, results of operations, cash flow or profit plans has
occurred or realized in relation to the Target Company itself or
the whole group including the Target Company and its subsidiaries,
and no other event that will be a material interference of the
achievement of a purpose of the Tender Offer has occurred or
realized; (ii) the Target Company’s meetings of its board of
directors lawfully and validly resolve to express an opinion in
favor of the Tender Offer, and to recommend that the shareholders
of the Target Company accept the Tender Offer, and such resolution
has not been changed or withdrew; (iii) there are no judgements,
decisions or orders, etc. by a judicial or administrative body that
restrict or prohibit the commencement of the Tender Offer and there
are no procedures pending in a judicial or administrative body
seeking to restrict or prohibit the commencement of the Tender
Offer; and (iv) there are no unpublicized material facts (the
material facts set forth in paragraph 2, Article 166 of the
Financial Instruments and Exchange Act (Act No. 25 of 1948, as
amended, the “Act”) with respect to the Target Company and the
Tender Offeror is not aware of any unpublicized facts concerning a
tender offer, etc. (the facts set forth in paragraph 3, Article 167
of the Act) of the Target Company’s Shares. At this time, the
Tender Offeror has confirmed that such conditions have been
satisfied. Therefore, the Tender Offeror hereby announces that it
will, in accordance with the resolution of its board of directors
mentioned above, implement the Tender Offer with the commencement
date of the Tender Offer being April 28, 2017 as scheduled. For
details of the Tender Offer, please refer to the April 21, 2017
Press Release.
Furthermore, since it has become necessary to make certain
additions and changes with respect to the statements in the April
21, 2017 Press Release due to developments on and after April 21,
2017, we hereby announce such additions and changes as set forth
below. The added and changed portions are underlined.
2. Outline of the Tender Offer
(4) Basis of Calculation, etc. of the Tender Offer Price
(i) Basis of Calculation
(Before addition and change)
(Omitted)
The Tender Offer Price, 1,200 yen per share, represents (a) a
premium of 40.35% (rounded to second decimal place; the same applies to the calculation of premium) on
855 yen, which is the closing price of the Target Company’s Share
quoted on the First Section of the Tokyo Stock Exchange on December
19, 2016, which is the business day immediately preceding the
announcement date of the Share Exchange and it is considered that
such price is not affected by the Transaction to Make the Target
Company a Wholly Owned Subsidiary, (b) a premium of 47.24% on 815
yen, which is the simple average closing price of the Target
Company’s Share quoted for the past one (1) month (from November
21, 2016 to December 19, 2016), (c) a premium of 51.32% on 793 yen,
which is the simple average closing price of the Target Company’s
Share quoted for the past three (3) months (from September 20, 2016
to December 19, 2016), and (d) a premium of 50.00% on 800 yen,
which is the simple average closing price of the Target Company’s
Share quoted for the past six (6) month (from June 20, 2016 to
December 19, 2016).
The Tender Offer Price, 1,200 yen per share, represents (a) a
premium of 18.46% on 1,013 yen, which is the closing price of the
Target Company’s Shares quoted on the Tokyo Stock Exchange on April
20, 2017, which is the business day immediately preceding the
announcement date of the Tender Offer by the Tender Offeror, (b) a
premium of 18.81% on 1,010 yen, which is the simple average closing
price of the Target Company’s Shares quoted for the past one (1)
month (from March 21, 2017 to April 20, 2017), (c) a premium of
18.34% on 1,014 yen, which is the simple average closing price of
the Target Company’s Shares quoted for the past three (3) months
(from January 23, 2017 to April 20, 2017), and (d) a premium of
28.62% on 933 yen, which is the simple average closing price of the
Target Company’s Shares quoted for the past six (6) months (from
October 21, 2016 to April 20, 2017).
(After addition and change)
The Tender Offer Price, 1,200 yen per share, represents (a) a
premium of 40.35% (rounded to second decimal place; the same applies to the calculation of premiums and
discount) on 855 yen, which is the closing price of the
Target Company’s Share quoted on the First Section of the Tokyo
Stock Exchange on December 19, 2016, which is the business day
immediately preceding the announcement date of the Share Exchange
and it is considered that such price is not affected by the
Transaction to Make the Target Company a Wholly Owned Subsidiary,
(b) a premium of 47.24% on 815 yen, which is the simple average
closing price of the Target Company’s Share quoted for the past one
(1) month (from November 21, 2016 to December 19, 2016), (c) a
premium of 51.32% on 793 yen, which is the simple average closing
price of the Target Company’s Share quoted for the past three (3)
months (from September 20, 2016 to December 19, 2016), and (d) a
premium of 50.00% on 800 yen, which is the simple average closing
price of the Target Company’s Share quoted for the past six (6)
month (from June 20, 2016 to December 19, 2016).
The Tender Offer Price, 1,200 yen per share, represents (a) a
premium of 18.46% on 1,013 yen, which is the closing price of the
Target Company’s Shares quoted on the Tokyo Stock Exchange on April
20, 2017, which is the business day immediately preceding the
announcement date of the Tender Offer by the Tender Offeror, (b) a
premium of 18.81% on 1,010 yen, which is the simple average closing
price of the Target Company’s Shares quoted for the past one (1)
month (from March 21, 2017 to April 20, 2017), (c) a premium of
18.34% on 1,014 yen, which is the simple average closing price of
the Target Company’s Shares quoted for the past three (3) months
(from January 23, 2017 to April 20, 2017), and (d) a premium of
28.62% on 933 yen, which is the simple average closing price of the
Target Company’s Shares quoted for the past six (6) months (from
October 21, 2016 to April 20, 2017).In
addition, the Tender Offer Price, 1,200 yen per share, represents
(a) a discount of 2.04% on 1,225 yen, which is the closing price of
the Target Company’s Shares quoted on the Tokyo Stock Exchange on
April 27, 2017, which is the business day immediately preceding the
commencement date of the Tender Offer, (b) a premium of 14.07% on
1,052 yen, which is the simple average closing price of the Target
Company’s Shares quoted for the past one (1) month (from March 28,
2017 to April 27, 2017), (c) a premium of 16.28% on 1,032 yen,
which is the simple average closing price of the Target Company’s
Shares quoted for the past three (3) months (from January 30, 2017
to April 27, 2017), and (d) a premium of 26.45% on 949 yen, which
is the simple average closing price of the Target Company’s Shares
quoted for the past six (6) months (from October 28, 2016 to April
27, 2017).
(6) Transfer of Ownership Percentage of Shares through the
Tender Offer, etc.
(Before addition and change)
Number of Voting Rights Represented by Shares Held by the Tender
Offeror before the Tender Offer, etc. 91,036
(Ownership Percentage of
Shares before the Tender Offer, etc.:
54.18%)
Number of Voting Rights Represented by Shares Held by the Special
Related Parties before the Tender Offer, etc.
To be
determined
(Ownership Percentage of
Shares before the Tender Offer, etc.:
To be determined)
Number of Voting Rights Represented by Shares Held by the Tender
Offeror after the Tender Offer, etc. 168,021 (Ownership Percentage
of
Shares after the Tender Offer, etc.:
100.00%)
Number of Voting Rights Represented by Shares Held by the Special
Related Parties after the Tender Offer, etc. 0 (Ownership
Percentage of
Shares after the Tender Offer, etc.:
0.00%)
Total Number of Voting Rights of All Shareholders of the Target
Company
(As of September 30, 2016)
166,982
(Note 1) The “Number of Voting Rights Represented by Shares Held
by the Tender Offeror after the Tender Offer, etc.” is the number
of voting rights obtained by adding the “Number of Voting Rights
Represented by Shares Held by the Tender Offeror before the Tender
Offer, etc.” to the number of voting rights pertaining to the
number of shares to be purchased in the Tender Offer.
(Note 2) Although the “Number of
Voting Rights Represented by Shares Held by the Special Related
Parties before the Tender Offer, etc.” and
its “Ownership Percentage of Shares before the Tender Offer, etc.”
are unknown at present, such figures will be investigated and
disclosed by April 27, 2017, the day before the commencement day of
the Tender Offer Period. In addition, since all of the
Target Company’s Shares held by the Target Company which is a
special related party (541,791 shares, as of March 31, 2017) are
treasury shares, there are no voting rights. Further, since the number of the Target Company’s Shares
held by special related parties is also subject to the Tender
Offer, in spite of the results of the investigation above, the
“Number of Voting Rights Represented by Shares Held by the
Specially Related Parties after the Tender Offer, etc.” and its
“Ownership Percentage of Shares after the Tender Offer, etc.” are
described as 0 and 0.00%.
(Note 3) The “Total Number of Voting Rights of All Shareholders
of the Target Company” represents the total number of voting rights
of all shareholders of the Target Company as of September 30, 2016,
as described in the Target Company’s 60th FY 3Q Securities Report
filed as of February 10, 2017 (described on the basis that 1 unit
is 1,000 shares). However, as fractional shares of less than one
unit and cross-held shares are subject to the Tender Offer, in
calculating the “Ownership Percentage of Shares before the Tender
Offer, etc.” and the “Ownership Percentage of Shares after the
Tender Offer, etc.,” the denominator is the number of voting rights
(168,021) corresponding to the number of shares (168,021,742
shares) obtained by deducting (a) the number of treasury shares
held by the Target Company as of March 31, 2017 (541,791 shares),
from (b) the number of issued shares of the Target Company as of
March 31, 2017 (168,563,533 shares).
(Note 4) The “Ownership Percentage of Shares before the Tender
Offer, etc.” and the “Ownership Percentage of Shares after the
Tender Offer, etc.” are rounded up or down to second place.
(After addition and change)
Number of Voting Rights Represented by Shares Held by the Tender
Offeror before the Tender Offer, etc. 91,036
(Ownership Percentage of
Shares before the Tender Offer, etc.:
54.18%)
Number of Voting Rights Represented by Shares Held by the Special
Related Parties before the Tender Offer, etc.
273
(Ownership Percentage of
Shares before the Tender Offer, etc.:
0.16%)
Number of Voting Rights Represented by Shares Held by the Tender
Offeror after the Tender Offer, etc. 168,021 (Ownership Percentage
of
Shares after the Tender Offer, etc.:
100.00%)
Number of Voting Rights Represented by Shares Held by the Special
Related Parties after the Tender Offer, etc. 0 (Ownership
Percentage of
Shares after the Tender Offer, etc.:
0.00%)
Total Number of Voting Rights of All Shareholders of the Target
Company
(As of September 30, 2016)
166,982
(Note 1) The “Number of Voting Rights Represented by Shares Held
by the Tender Offeror after the Tender Offer, etc.” is the number
of voting rights obtained by adding the “Number of Voting Rights
Represented by Shares Held by the Tender Offeror before the Tender
Offer, etc.” to the number of voting rights pertaining to the
number of shares to be purchased in the Tender Offer.
(Note 2) The “Number of Voting Rights Represented by Shares Held
by the Special Related Parties before the Tender Offer, etc.”
is the total number of the voting rights
represented by the share certificates, etc. held by each of the
special related parties (excluding the parties who are excluded
from the special related parties, pursuant to Article 3, Paragraph
2, Item 1 of the TOB Order, in calculating the ownership percentage
of share certificates, etc. pursuant to each of the Items of
Article 27-2, Paragraph 1 of the Act). In addition, since
all of the Target Company’s Shares held by the Target Company which
is a special related party (541,791 shares, as of March 31, 2017)
are treasury shares, there are no voting rights. Further, since the share certificates, etc. held by the
special related parties (excluding the treasury shares held by the
Target Company) will also be subject to the Tender Offer, the
“Number of Voting Rights Represented by Shares Held by the Special
Related Parties before the Tender Offer, etc.” is not added to the
numerator in calculating the “Ownership Percentage of Shares after
the Tender Offer, etc.”
(Note 3) The “Total Number of Voting Rights of All Shareholders
of the Target Company” represents the total number of voting rights
of all shareholders of the Target Company as of September 30, 2016,
as described in the Target Company’s 60th FY 3Q Securities Report
filed as of February 10, 2017 (described on the basis that 1 unit
is 1,000 shares). However, as fractional shares of less than one
unit and cross-held shares are subject to the Tender Offer, in
calculating the “Ownership Percentage of Shares before the Tender
Offer, etc.” and the “Ownership Percentage of Shares after the
Tender Offer, etc.,” the denominator is the number of voting rights
(168,021) corresponding to the number of shares (168,021,742
shares) obtained by deducting (a) the number of treasury shares
held by the Target Company as of March 31, 2017 (541,791 shares),
from (b) the number of issued shares of the Target Company as of
March 31, 2017 (168,563,533 shares).
(Note 4) The “Ownership Percentage of Shares before the Tender
Offer, etc.” and the “Ownership Percentage of Shares after the
Tender Offer, etc.” are rounded up or down to second place.
4. Other Information
(2) Other Information Considered to be Necessary for Investors
to Determine Whether to Tender the Tender Shares in the Tender
Offer
(Before addition and change)
(a) Details, etc. of Information Received on a Fact Concerning
Launch of a Tender Offer
The Tender Offeror received information from the Target Company
on February 22, 2017 that Oasis informed the Target Company of
Oasis’s intention to purchase the Target Company’s Shares at 1,050
yen per share subject to due diligence and to conduct a tender
offer subject to the support of the Target Company as of February
22, 2017. In addition, the Tender Offeror
received information from the Target Company as of today that the
Target Company received a letter from Oasis stating that Oasis has
an intention to purchase all of the issued shares of the Target
Company. For details of the information received, the
matters set forth in Article 62-2, Item 1 of the Cabinet Office
Ordinance on Restrictions on Securities Transactions, etc. are as
follows.
Name of the tender offeror, etc. pertaining to the tender
offer Oasis Management Company Ltd. Address or location
Ugland House, PO Box 309, Grand Cayman, KY1-1104, Cayman Islands.
Name of issuer of the relevant shares, etc. and the class thereof
PanaHome Corporation
Common shares
Period of the tender offer, etc. Unknown Price of the tender offer,
etc. JPY 1,050 Number of share certificates, etc. to be purchased
All of the issued shares
Details of the conditions set forth in
each item of Article 27-13, Paragraph 4 of the Act
Unknown
(b) Details, etc. of Information Received on a Fact Concerning
Launch of a Tender Offer
(Omitted)
(After addition and change)
(a) Details, etc. of Information Received on a Fact Concerning
Launch of a Tender Offer
The Tender Offeror received information from the Target Company
on February 22, 2017 that Oasis informed the Target Company of
Oasis’s intention to purchase the Target Company’s Shares at 1,050
yen per share subject to due diligence and to conduct a tender
offer subject to the support of the Target Company as of February
22, 2017. In addition, the Tender Offeror
received information from the Target Company on April 21, 2017 that
the Target Company received a letter from Oasis on the same day
stating that Oasis’s proposal of such tender offer is to purchase
all of the issued shares of the Target Company subject to the
approval of the shareholder who holds majority of the Target
Company’s Shares. For details of the information received,
the matters set forth in Article 62-2, Item 1 of the Cabinet Office
Ordinance on Restrictions on Securities Transactions, etc. are as
follows.
Name of the tender offeror, etc. pertaining to the tender
offer Oasis Management Company Ltd. Address or location
Ugland House, PO Box 309, Grand Cayman, KY1-1104, Cayman Islands.
Name of issuer of the relevant shares, etc. and the class thereof
PanaHome Corporation
Common shares
Period of the tender offer, etc. Unknown Price of the tender offer,
etc. JPY 1,050 Number of share certificates, etc. to be purchased
All of the issued shares Details of the conditions set forth in
each item of Article 27-13, Paragraph 4 of the Act Unknown
(b) Details, etc. of Information Received on a Fact Concerning
Launch of a Tender Offer
(Omitted)
(c) The Target Company’s Financial
Results
The Target Company has announced
“Consolidated Financial Results for the Fiscal Year Ended March 31,
2017” as of April 27, 2017. According
to this announcement, the consolidated profit and loss, etc. for
the fiscal year ended March 31, 2017 (from April 1, 2016 to March
31, 2017) of the Target Company are as follows. According to the Target Company, such financial results
have not been audited by an auditing firm pursuant to paragraph 1,
Article 193-2 of the Act. For details,
please refer to the Target Company’s announcement.
(i) Profit &
Loss
Fiscal
Year
Fiscal Year Ended
March 31, 2017 (consolidated)
Net sales
359,607 million
yen
Cost of
Sales
277,928 million
yen
Selling, general and
administrative expenses
69,829 million
yen
Non-operating
income
481 million
yen
Non-operating
expenses
697 million
yen
Net income
attributable to owners of parent
7,559 million
yen
(ii) Per Share
Information
Fiscal
Year
Fiscal Year Ended
March 31, 2017 (consolidated)
Net income per
share
45.02 yen
Amount of cash
dividends per share
21.00 yen
Net assets per
share
915.49
yen
Moreover, according to this press release,
the Target Company determined that, if it is confirmed that the
Target Company would become a wholly owned subsidiary of the Tender
Offeror by the end of October 2017, the Target Company would not
make interim dividends for the fiscal year ended March 31,
2018.
[Soliciting Regulations]
This press release is a news statement intended for the
announcement of the Tender Offer to the general public and is not
intended for soliciting an offer to sell the shares in connection
with the Tender Offer. If anyone desires to sell his or her shares,
a shareholder should, at his or her own responsibility, review the
tender offer explanatory statement for the Tender Offer and accept
the Tender Offer in his or her own discretion. This press release
is not considered as an offer or solicitation of sales of
securities or solicitation of offer of purchase of securities and
does not constitute any such part. This press release (or any part
of it) or the fact of its distribution does not provide a basis for
any kind of agreement pertaining to the Tender Offer, and it may
not be relied upon when executing any such agreement.
[Regulations of the United
States]
The Tender Offeror, each of the financial advisors to the Tender
Offeror and the Target Company, and tender offer agent (including
their affiliated companies) may, in its ordinary business, purchase
shares in the Target Company’s Shares for its own account or for
the account of its clients prior to the Tender Offer or during the
tender offer period for the Tender Offer outside the Tender Offer
in accordance with the requirements of Rule 14e-5(b) of the U.S.
Securities Exchange Act of 1934 or take actions for such purchase
to the extent permitted by financial instruments and exchange
related laws and regulations and other applicable laws and
regulations of Japan. If any information concerning such purchase
is disclosed in Japanese, the purchasing party will disclose such
information on its English website (or by any other means of public
disclosure).
[Forward-Looking Statements]
This press release includes “forward-looking statements” that
include those within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934. Known and unknown risks,
uncertainties and other factors may cause the actual results to be
materially different from the forecast, etc. expressed or implied
by the “forward-looking statements”. The Tender Offeror and its
related parties do not warrant the achievement of the result
expressed or implied by the “forward-looking statements.” The
“forward-looking statements” in this press release is based on the
information currently available to the Tender Offeror. The Tender
Offeror and its related party undertake no obligation to publicly
update or revise the “forward-looking statements” to reflect the
matters and situations in the future unless it is required by the
laws and regulations.
[Other Countries]
In certain countries or regions, the announcement, issue or
distribution of this press release may be restricted by laws or
regulations. In such cases, you are required to be aware of such
restrictions and comply with the laws and regulations of such
countries or regions. This press release does not constitute any
solicitation of an offer to sell or offer to purchase shares in
relation to the Tender Offer, and shall be considered as a mere
distribution of informative materials.
Disclaimer Regarding Forward-Looking
Statements
This press release includes
forward-looking statements of the Panasonic Group. To the extent
that statements in this press release do not relate to historical
or current facts, they constitute forward-looking statements. These
forward-looking statements are based on the current assumptions and
beliefs of the Panasonic Group in light of the information
currently available to it, and involve known and unknown risks,
uncertainties and other factors. Such risks, uncertainties and
other factors may cause the Panasonic Group's actual results,
performance, achievements or financial position to be materially
different from any future results, performance, achievements or
financial position expressed or implied by these forward-looking
statements. The Panasonic Group undertakes no obligation to
publicly update any forward-looking statements after the date of
this press release. Investors are advised to consult any further
disclosures by the Tender Offeror in their subsequent filings under
the Financial Instrument and Exchange Act of Japan (the FIEA) and
other publicly disclosed documents.
The risks, uncertainties and other factors
referred to above include, but are not limited to, the factors
listed below. The factors listed below are not all-inclusive and
further information is contained in the most recent English
translated version of the Tender Offeror’s securities reports under
the FIEA and any other documents which are disclosed on its
website.
•
Economic conditions, particularly consumer spending
and corporate capital expenditures in the Americas, Europe, Japan,
China and other Asian countries
•
Volatility in demand for electronic equipment and components from
business and industrial customers, as well as consumers in many
product and geographical markets
•
The possibility that excessive currency rate fluctuations of the
U.S. dollar, the euro, the Chinese yuan and other currencies
against the yen may adversely affect costs and prices of the Tender
Offeror’s products and services and certain other transactions that
are denominated in these foreign currencies
•
The possibility of the Panasonic Group incurring additional costs
of raising funds, because of changes in the fund raising
environment
•
The possibility of the Panasonic Group not being able to respond to
rapid technological changes and changing consumer preferences with
timely and cost-effective introductions of new products in markets
that are highly competitive in terms of both price and technology
•
The possibility of not achieving expected results or incurring
unexpected losses in connection with the alliances or mergers and
acquisitions
•
The possibility of not being able to achieve its business
objectives through joint ventures and other collaborative
agreements with other companies, including due to the pressure of
price reduction exceeding that which can be achieved by its effort
and decrease in demand for products from business partners which
Panasonic highly depends on in B2B business areas
•
The possibility of the Panasonic Group not being able to maintain
competitive strength in many product and geographical areas
•
The possibility of incurring expenses resulting from any defects in
products or services of the Panasonic Group
•
The possibility that the Panasonic Group may face intellectual
property infringement claims by third parties;
•
Current and potential, direct and indirect restrictions imposed by
other countries over trade, manufacturing, labor and operations
•
Fluctuations in market prices of securities and other assets in
which the Panasonic Group has holdings or changes in valuation of
long-lived assets, including property, plant and equipment and
goodwill, deferred tax assets and uncertain tax positions; future
changes or revisions to accounting policies or accounting rules
•
The possibility of incurring expenses resulting from a leakage of
customers’ or confidential information from Panasonic Group systems
due to unauthorized access or a detection of vulnerability of
network-connected products of the Panasonic Group
•
Natural disasters including earthquakes, prevalence
of infectious diseases throughout the world, disruption of supply
chain and other events that may negatively impact business
activities of the Panasonic Group.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170427005796/en/
Panasonic CorporationMedia Contacts:Chieko
Gyobu (Japan)Public Relations Department(Tel:
+81-3-3574-5664)Panasonic News Bureau (Japan)(Tel:
+81-3-3542-6205)Jim Reilly (U.S.)(Tel: +1-201-392-6067)Anne
Guennewig (Europe)(Tel: +49-611-235-457)orInvestor
Relations Contacts:Yasumichi Murase (Japan)Corporate Planning
Department(Tel: +81-6-6908-1121)Yuko Iwatsu (U.S.)(Tel:
+1-201-348-7000)Noboru Uchiyama (Europe)(Tel:
+44-1344-853135)