29.07.2008 11:02:00
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Matsushita to Absorb Wholly-Owned Subsidiary
Matsushita Electric Industrial Co., Ltd. (MEI)(NYSE:MC), best known for
its Panasonic brand, today announced that its Board of Directors has
decided that MEI will absorb Matsushita Technology Information Service
Co., Ltd. (MTIS), a wholly-owned subsidiary of MEI. The merger is
expected to take effect on October 1, 2008.
Details of the merger are outlined below.
1. Purpose of merger
Under the three-year mid-term management plan GP3, starting from fiscal
2008, MEI aims for achieving global excellence by accelerating growth
strategies and implementing initiatives for innovating management
quality, based on the concept of "steady
growth with profitability.”
With the aim of ensuring both business competitiveness and information
security, MEI will absorb MTIS, which undertakes research, analysis and
documentation of technology and patent information, and the entrusted
development of research systems.
Through this merger, MEI will strengthen its research and acquisition of
intellectual property right, thereby accelerating its enhancement of
global intellectual property.
2. Details of merger
(1) Merger schedule
July 29, 2008
Board of Directors meet to vote on merger
July 29, 2008
Signing of merger agreement
October 1, 2008 (planned)
Effective date of merger
(Note: The merger will be conducted through the simplified
procedures
provided under the Company Law of Japan, by which resolutions of the
shareholders' meeting of MEI and MTIS will not be made.)
(2) Method of merger
MEI, as the continuing company, will absorb MTIS, which will be
subsequently dissolved.
(3) Treatment of stock acquisition rights and convertible bonds of the
expiring company
There are no stock acquisition rights or convertible bonds issued by
MTIS.
3. Basic information of MEI and
MTIS
(As of March 31, 2008)
Trade Name
MEI
(company to absorb)
MTIS
(company to be absorbed)
Principal Lines of Business
Manufacture and sale of electronic and electric equipment
Research, analysis and documentation of technology and patent
information, and entrusted development and sale of research system
Date of
Incorporation
December 15, 1935
October 2, 1989
Principal Office
Kadoma-shi, Osaka, Japan
Osaka-shi, Osaka, Japan
Representative
Fumio Ohtsubo, President
Yoshihisa Fukushima, President
Capital Stock
(million yen)
258,740
10
Shares Issued
2,453,053,497
200
Shareholders’
Equity
(million yen)
3,742,329
(consolidated basis)
233
(non-consolidated basis)
Total Assets
(million yen)
7,443,614
(consolidated basis)
439
(non-consolidated basis)
Financial
Closing Date
March 31
March 31
Major Shareholders
and Shareholdings
Moxley & Co.
7.58%
MEI 100%
The Master Trust Bank of Japan, Ltd.
(Trust account)
5.48%
Japan Trustee Services Bank, Ltd.
(Trust account)
3.56%
State Street Bank and Trust Co.
2.77%
Nippon Life Insurance Co.
2.73%
Notes:1. MEI will change its trade name to Panasonic Corporation
on October 1, 2008.
2. Amounts less than one million Yen have been rounded to the
nearest whole million yen amount.
4. Effects of merger on the
company’s
financial results
Trade Name
Panasonic Corporation
Principal Lines of
Business
Manufacture and sale of electronic and electric equipment
Principal Office
Kadoma-shi, Osaka, Japan
Representative
Fumio Ohtsubo, President
Capital Stock
No change shall be made by the merger.
Financial Closing Date
March 31
Effect on Financial Outlook
Through this merger, the company will strengthen its research and
acquisition of intellectual property right, thereby accelerating its
enhancement of global intellectual property.
There shall be no change in the financial outlook for fiscal 2009,
ending March 31, 2009.
Disclaimer Regarding
Forward-Looking Statements This press release includes forward-looking statements (within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section
21E of the U.S. Securities Exchange Act of 1934) about Matsushita and
its Group companies (the Matsushita 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
Matsushita 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 Matsushita
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. Matsushita 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 Matsushita in its subsequent filings with the U.S. Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934. The risks, uncertainties and other factors referred to above include,
but are not limited to, economic conditions, particularly consumer
spending and corporate capital expenditures in the United States,
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; currency rate fluctuations, notably between the yen, the U.S.
dollar, the euro, the Chinese yuan, Asian currencies and other
currencies in which the Matsushita Group operates businesses, or in
which assets and liabilities of the Matsushita Group are denominated;
the ability of the Matsushita Group 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 ability of the Matsushita Group
to achieve its business objectives through joint ventures and other
collaborative agreements with other companies; the ability of the
Matsushita Group 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 Matsushita Group; the
possibility that the Matsushita 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 Matsushita 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; as well as natural disasters including earthquakes and
other events that may negatively impact business activities of the
Matsushita Group. The factors listed above are not all-inclusive and
further information is contained in Matsushita’s
latest annual report on Form 20-F, which is on file with the U.S.
Securities and Exchange Commission.
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