Panasonic announced that its board of directors decided to conduct mergers (PSSJ mergers) where Panasonic System Solutions Japan (PSSJ), a wholly owned consolidated subsidiary of Panasonic, will absorb Panasonic System Networks (PSN), a wholly owned consolidated subsidiary of Panasonic, and absorb Panasonic System Solutions Infrastructure (PSSIS), a wholly owned subsidiary of PSN. PSSJ mergers are expected to take effect on March 1, 2013.
Details of the mergers are summarized below.
1. Purpose
Panasonic aims for expansion of the solutions business through unification of several functions, by integrating PSN and PSSIS, which are the companies for development and manufacture of systems, with PSSJ which is the sales and solutions company, and switching to the business which is closely connected to the market and customers with an integrated operation of product development, manufacturing and sales.
2. Summary
In the middle of December 2012 (planned): resolution of the boards of directors on the mergers
In the middle of December 2012 (planned): signing of the agreement
March 1, 2013 (planned): effective date of the mergers
(Note: Among PSSJ mergers, the merger of PSN by PSSJ will be conducted through the simplified procedures provided under the Company Law of Japan, by which resolutions of the shareholders' meeting of PSSJ will not be required, and the resolution of the shareholders' meeting of PSN is scheduled to be made in the middle of February 2013.
(b) Method
PSSJ, as the continuing company, will absorb PSN and PSSIS, which will be dissolved upon deal closure.
(c) Allotment in relation to the merger
There shall be no allotment of shares or any other consideration upon PSSJ mergers.
(d) There are no stock acquisition rights or convertible bonds issued by dissolving companies PSN and PSSIS.
(e) Snapshots of PSSJ and PSN
Note: Figures in millions of US$, unless otherwise specified