In a statement, the company explained: Sanyo Electric Co., Ltd. (the "company") announces that it resolved at its Board of Directors meeting held today to: (i) express its endorsement of a tender offer by Panasonic Corporation (the "offeror") for the shares of common stock of the company (the "Tender Offer"); and (ii) recommend that the company's shareholders tender their shares in the Tender Offer as set out below.
The Board of Directors meeting passed the resolutions above with the assumption that the offeror contemplates making the company its wholly owned subsidiary through the Tender Offer and a subsequent series of procedures, and that the company's shares of common stock are scheduled to be delisted in case that the company does become the wholly owned subsidiary of the Offeror.
According to a press release sent out by Panasonic today entitled ‘Panasonic announces commencement of tender offer for shares of common stock of Sanyo', Panasonic has decided to acquire all of the issued shares of the Sanyo's common stock (excluding the treasury shares owned by the company) through the Tender Offer, in order to make Sanyo the offeror's wholly owned subsidiary. With respect to the Tender Offer, no maximum or minimum number of shares scheduled to be purchased has been established. According to the offeror's press release, the Tender Offer shall commence subject to, among other conditions, the nonoccurrence of any events that would have a material adverse effect on the parties' ability to achieve the purpose of the Tender Offer such as a material change in the company's or its subsidiaries' business or assets, continued the statement.
Providing background to the reasons behind the proposed take over, Sanyo stated: The company and the offeror, with the goal of overcoming a harsh global competitive environment and aiming to maximize both of their corporate values, agreed to enter into discussions regarding a capital and business alliance based on the premise of making the company a subsidiary of the offeror on November 7, 2008, and subsequently made an announcement entitled Panasonic and Sanyo agree to capital and business alliance on December 19, 2008.
As set out in the offeror's later announcement dated December 10, 2009, entitled Panasonic announces the result of tender offer for Sanyo shares, the offeror then implemented a tender offer for the company's shares of common stock (the "Previous Tender Offer") and as a result came to have 50.19 percent of the voting rights of all shareholders of the company (as of September 30, 2009), making the company a consolidated subsidiary of the offeror.
In the PV systems business, Sanyo reports it is promoting an increase in production capacity for its HIT (crystalline silicon) solar cell, which is the top-selling photovoltaic product, by constructing a new plant in order to meet growing demand.
Panasonic could not be reached for comment.
Read more information about the proposed takeover here.
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