Following the approval by the relevant competition authorities of the acquisition by Panasonic of a controlling stake in Zetes Industries, Panasonic has acquired a stake of 57,01% of the outstanding shares in Zetes.
The shares were acquired by Panasonic pursuant to the agreements that it had entered into on 22 December 2016 with the shareholders of Zephir Corporation, a holding company that owned 23,70% of the outstanding shares of Zetes, and Cobepa, holding 24.67% of the outstanding shares in Zetes, and certain other individual shareholders, including the management of Zetes, representing a total of 50,95% of outstanding shares in Zetes.
At the same time, Panasonic also acquired an additional 5.26% of the outstanding shares of Zetes through several off-market transactions, including shares from the holders of outstanding stock options of Zetes, whom have all exercised their stock options following the acquisition of control over Zetes by Panasonic. The price that was paid by Panasonic in each of these transactions reflected a purchase price of EUR 54.50 per Zetes share.
As a result of these transactions, Panasonic currently holds indirectly, through its wholly owned subsidiary Panasonic Holding, 57,01% of the outstanding Zetes shares. This is inclusive of 23,70% of the Zetes shares held by Zephir Corporation as well as 0.81% of the Zetes shares that are currently held by Zetes as treasury stock. Zetes no longer has any outstanding stock options.
Following the acquisition of its stake in Zetes, Panasonic will launch a mandatory takeover bid for the remaining 42,99% of the outstanding shares in Zetes that it does not yet own. The mandatory tender offer will be made by Panasonic Holding at a price of EUR 54.50 per Zetes share. In accordance with applicable Belgian regulations, the mandatory tender offer will be unconditional. Panasonic has notified the FSMA of its intention to make such an offer and will make all required filings shortly.