The scheduled date of the Share Exchange (effective date) may be subject to change upon the agreement between Panasonic and SANYO.
2) Method of the Share Exchange In the Share Exchange, Panasonic shall become the wholly-owning parent company in share exchange and SANYO shall become the wholly-owned subsidiary in share exchange.
Number of shares to be delivered upon the Share Exchange
115 shares of Panasonic will be allotted and delivered in exchange for each share of SANYO; provided, however, that no shares will be allotted in the Share Exchange for the shares of SANYO held by Panasonic (4,973,778,473 shares as of today).
Upon the Share Exchange, Panasonic shall deliver the number of shares of Panasonic calculated by multiplying the total number of shares of SANYO held by the shareholders of SANYO (excluding Panasonic) at the time immediately preceding the time Panasonic acquires all shares of SANYO (excluding shares of SANYO held by Panasonic) through the Share Exchange (the "Base Time") by 0.
Moreover, all of the shares to be delivered by Panasonic are scheduled to be sourced from the treasury shares held by Panasonic, and Panasonic does not plan to issue new shares upon the allotment in the Share Exchange.
The shareholders who will hold shares of Panasonic constituting less than one unit upon the Share Exchange will be entitled to use the following systems concerning shares of Panasonic.
With respect to the shareholders of SANYO who will receive the allotment of shares including fractions of less than one share of Panasonic upon the Share Exchange, Panasonic will pay cash to each of such shareholders in proportion to the value of such fractions of less than one share, pursuant to the provisions of Article 234 of the Companies Act and other relevant laws and regulations.
4) Treatment of share options and bonds with share options in relation to the Share Exchange
Basis for Calculation of the Allotment Concerning the Share Exchange
3) "Allotment in the Share Exchange" above (the "Share Exchange Ratio"), Panasonic and SANYO, respectively and separately, decided to request a third-party valuation institution independent of both companies to calculate the share exchange ratio.
Analyzing the facts, various conditions and the results of the Tender Offer conducted prior to the Share Exchange, Nomura Securities submitted to Panasonic the written opinion (fairness opinion) dated December 21, 2010, stating that the Share Exchange Ratio is proper for Panasonic from a financial viewpoint.
In the valuation of the shares of SANYO, ABeam M&A Consulting conducted a close investigation for the period from the consummation of the Tender Offer to the execution of the Share Exchange Agreement as to whether any events that may materially affect the share value of SANYO had occurred on or after July 29, 2010, which is the date on which the share price of SANYO was calculated based on the purchase price of the Tender Offer.
of Panasonic and SANYO and, under certain assumptions, calculated the share exchange ratio of the Share Exchange based on that information.
In the respective valuation of both SANYO and Panasonic, Mitsubishi UFJ Morgan Stanley analyzed the Share Exchange Ratio, comprehensively taking into account the result of analyses based on the Historical Share Exchange Ratio Analysis, Comparable Company Analysis, Precedent Transaction Analysis, and Discounted Cash Flow Analysis (the "DCF Analysis").