Since Panasonic failed to acquire all shares of SANYO (excluding treasury shares held by SANYO) through the Tender Offer, Panasonic and SANYO have decided to make SANYO a wholly-owned subsidiary of Panasonic through the Share Exchange.
Date on which the execution of the Share Exchange Agreement is resolved at the Board of Directors meeting (Panasonic and SANYO, respectively)
Date on which the Share Exchange Agreement is executed (Panasonic and SANYO, respectively)
Date on which the extraordinary general meeting of shareholders to approve the Share Exchange Agreement will be held (SANYO)
Scheduled date of the Share Exchange (effective date)
Panasonic will implement the Share Exchange in the form of a summary share exchange pursuant to the provisions of Article 796, Paragraph 3 of the Companies Act, without obtaining the approval by resolution of the general meeting of shareholders.
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