Richard Davies wrote: The UK has a good crop of technology pioneers in cloud computing - for example ElasticHosts, FlexiScale, Flexiant, OnApp - and also some strong government initiatives such as G-Cloud.
We will have to see whether this kind of technical leadership converts into swift mass-market adoption or not.
Panasonic Corporation (NYSE:PC)(TOKYO:6752)(the "Company") announces
today that it has submitted an Amendment Statement for the Tender Offer
Registration Statement to the Director-General of the Kanto Local
Finance Bureau, pursuant to Article 27-8, Paragraph 2 of the Financial
Instruments and Exchange Law of Japan for the November 4 announcement of
Panasonic Corporation's intent to acquire the shares (all of the common
shares, the Class A preferred shares, and the Class B preferred shares)
of SANYO Electronic Co., Ltd. (TOKYO:6764, the "Target") through the
tender offer (the "Tender Offer"). As a result of this submission of the
Amendment Statement, in accordance with Article 27-8, Paragraph 8 of the
Financial Instruments and Exchange Law of Japan, the period of the
Tender Offer (the "Tender Offer Period") is extended.
Public Notice for Amendment to the Terms and Conditions, Etc. of the
Tender Offer regarding such extension of the Tender Offer Period was
given today (the public notice has been made electronically available
at: http://info.edinet-fsa.go.jp/
and a notice will be published in the Nihon Keizai Shimbun without
delay).
The announcement, "Panasonic Announces Commencement of Tender Offer for
Sanyo Shares" dated November 4, 2009, is amended as follows (the
amendments are underlined):
2. Outline of the Tender Offer and
Other Information
(2) Tender Offer Period
(i) Tender Offer Period determined at time of filing of the Statement
(Prior to amendment)
From November 5, 2009 (Thursday) through December 7,
2009 (Monday) (22
business days)
(Post amendment)
From November 5, 2009 (Thursday) through December 9,
2009 (Wednesday) (24
business days)
(8) Method of Settlement
(ii) Tender Offer settlement commencement date
(Prior to amendment)
December 11, 2009 (Friday)
(Omitted)
(Post amendment)
December 16, 2009 (Wednesday)
(Omitted)
(9) Other Conditions and Methods of Purchase, Etc.
(ii) Conditions of withdrawal, etc. of Tender Offer, details thereof and
method of disclosure of withdrawal, etc.
(Prior to amendment)
Upon the occurrence of any event listed in Article 14, Paragraph 1,
Items 1.1 through 1.9, Items 1.12 through 1.18, Items 3.1 through 3.8,
and Items 4, and in Article 14, Paragraph 2, Items 3 through 6 of the
Enforcement Order, (including the case
where, on or before the day immediately preceding the last day of the
Tender Offer Period, (applicable also the case where the Tender Offer
Period has been extended), (a) the waiting period under the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(hereinafter referred to as the "United States Antitrust Act") has not
ended, or (b) the Federal Trade Commission of the United States takes
some measure, such as prohibiting the Share Acquisition, the details of
which are described in "(2) Other Relevant Information Necessary for
Investor's Decision of the Target" of "4. Other Matters"),
the Tender Offeror may withdraw the Tender Offer. In the event that the
Tender Offeror intends to withdraw the Tender Offer, the Tender Offeror
shall give public notice electronically, and then post a notice in The
Nihon Keizai Shimbun that such public notice has been made; provided,
however, that, if it is impracticable to give such notice by the last
day of the Tender Offer Period, the Tender Offeror shall make a public
announcement pursuant to Article 20 of the Cabinet Office Ordinance on
Disclosure of Takeover Bids of Shares Conducted by Non-Issuers (Ministry
of Finance Japan Ordinance No. 38 of 1990, as amended, the "TOB Order")
and give public notice forthwith.
(Post amendment)
Upon the occurrence of any event listed in Article 14, Paragraph 1,
Items 1.1 through 1.9, Items 1.12 through 1.18, Items 3.1 through 3.8,
and Items 4, and in Article 14, Paragraph 2, Items 3 through 6 of the
Enforcement Order, the Tender Offeror may withdraw the Tender Offer. In
the event that the Tender Offeror intends to withdraw the Tender Offer,
the Tender Offeror shall give public notice electronically, and then
post a notice in The Nihon Keizai Shimbun that such public notice has
been made; provided, however, that, if it is impracticable to give such
notice by the last day of the Tender Offer Period, the Tender Offeror
shall make a public announcement pursuant to Article 20 of the Cabinet
Office Ordinance on Disclosure of Takeover Bids of Shares Conducted by
Non-Issuers (Ministry of Finance Japan Ordinance No. 38 of 1990, as
amended, the "TOB Order") and give public notice forthwith.
4. Other Matters
(2) Other Relevant Information Necessary for Investor's Decision of the
Target
(Prior to amendment)
(i) The Tender Offeror is required to file a Premerger Notification Form
concerning business combination with the Antitrust Division of the
United States Department of Justice and the Federal Trade Commission
(hereinafter collectively referred to as the "United States Antitrust
Agencies") prior to the acquisition of the shares of the Target through
the Tender Offer (hereinafter referred to as the "Share Acquisition" in
this section) pursuant to the United States Antitrust Act. Within 15
days after the receipt of such Premerger Notification Form, the United
States Antitrust Agencies will determine whether or not to conduct a
more detailed investigation (the second-phase investigation). If the
United States Antitrust Agencies decide to conduct the second-phase
investigation within 15 days of the receipt of the Premerger
Notification Form, one of the United States Antitrust Agencies will make
a request for additional materials (the second request) from the Tender
Offeror and conduct the second-phase investigation. In such case, unless
one of the United States Antitrust Agencies take measures such as
prohibition of the Share Acquisition during a certain waiting period,
the Tender Offeror may carry out the Share Acquisition after the
termination of the aforementioned certain waiting period. The Premerger
Notification Form concerning the Share Acquisition was received by the
United States Antitrust Agencies on February 9, 2009 (local time).
Subsequently, the Federal Trade Commission issued to the Tender Offeror
a second request on February 24, 2009 (local time), and conducted the
second-phase investigation. In the course of the second-phase
investigation, the Tender Offeror proposed the remedy as described
herein under "(5) Remedies under Competition Laws" of "1. Purpose of the
Tender Offer" above to the Federal Trade Commission. Although
the investigation by the Federal Trade Commission is currently still
continuing, focused on the said proposed remedy, it is expected that the
aforementioned waiting period will terminate without measures such as
prohibition of the Share Acquisition being taken by the Federal Trade
Commission within the Tender Offer Period determined at time of filing
of the Statement as described herein under "(2) Tender Offer Period" (i)
of "2. Outline of the Tender Offer and Other Information."
(Post amendment)
(i) The Tender Offeror is required to file a Premerger Notification Form
concerning business combination with the Antitrust Division of the
United States Department of Justice and the Federal Trade Commission
(hereinafter collectively referred to as the "United States Antitrust
Agencies") prior to the acquisition of the shares of the Target through
the Tender Offer (hereinafter referred to as the "Share Acquisition" in
this section) pursuant to the United States Antitrust Act. Within 15
days after the receipt of such Premerger Notification Form, the United
States Antitrust Agencies will determine whether or not to conduct a
more detailed investigation (the second-phase investigation). If the
United States Antitrust Agencies decide to conduct the second-phase
investigation within 15 days of the receipt of the Premerger
Notification Form, one of the United States Antitrust Agencies will make
a request for additional materials (the second request) from the Tender
Offeror and conduct the second-phase investigation. In such case, unless
one of the United States Antitrust Agencies take measures such as
prohibition of the Share Acquisition during a certain waiting period,
the Tender Offeror may carry out the Share Acquisition after the
termination of the aforementioned certain waiting period. The Premerger
Notification Form concerning the Share Acquisition was received by the
United States Antitrust Agencies on February 9, 2009 (local time).
Subsequently, the Federal Trade Commission issued to the Tender Offeror
a second request on February 24, 2009 (local time), and conducted the
second-phase investigation. In the course of the second-phase
investigation, the Tender Offeror proposed the remedy as described
herein under "(5) Remedies under Competition Laws" of "1. Purpose of the
Tender Offer" above to the Federal Trade Commission,
and the aforementioned waiting period terminated on November 23, 2009
(local time).
Disclaimer Regarding
Forward-Looking Statements
This press release includes forward-looking statements (within the
meaning of Section 27A of the U.S. Securities Act of 1933 and Section
21E of the U.S. Securities Exchange Act of 1934) about Panasonic and its
Group companies (the Panasonic Group). To the extent that statements in
this press release do not relate to historical or current facts, they
constitute forward-looking statements. These forward-looking statements
are based on the current assumptions and beliefs of the Panasonic Group
in light of the information currently available to it, and involve known
and unknown risks, uncertainties and other factors. Such risks,
uncertainties and other factors may cause the Panasonic Group's actual
results, performance, achievements or financial position to be
materially different from any future results, performance, achievements
or financial position expressed or implied by these forward-looking
statements. Panasonic undertakes no obligation to publicly update any
forward-looking statements after the date of this press release.
Investors are advised to consult any further disclosures by Panasonic in
its subsequent filings with the U.S. Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 and its other filings.
The risks, uncertainties and other factors referred to above include,
but are not limited to, economic conditions, particularly consumer
spending and corporate capital expenditures in the United States,
Europe, Japan, China and other Asian countries; volatility in demand for
electronic equipment and components from business and industrial
customers, as well as consumers in many product and geographical
markets; currency rate fluctuations, notably between the yen, the U.S.
dollar, the euro, the Chinese yuan, Asian currencies and other
currencies in which the Panasonic Group operates businesses, or in which
assets and liabilities of the Panasonic Group are denominated; the
possibility of the Panasonic Group incurring additional costs of raising
funds, because of changes in the fund raising environment; the ability
of the Panasonic Group to respond to rapid technological changes and
changing consumer preferences with timely and cost-effective
introductions of new products in markets that are highly competitive in
terms of both price and technology; the possibility of not achieving
expected results on the alliances or mergers and acquisitions including
the proposed acquisition of SANYO Electric Co., Ltd. through a tender
offer; the ability of the Panasonic Group to achieve its business
objectives through joint ventures and other collaborative agreements
with other companies; the ability of the Panasonic Group to maintain
competitive strength in many product and geographical areas; the
possibility of incurring expenses resulting from any defects in products
or services of the Panasonic Group; the possibility that the Panasonic
Group may face intellectual property infringement claims by third
parties; current and potential, direct and indirect restrictions imposed
by other countries over trade, manufacturing, labor and operations;
fluctuations in market prices of securities and other assets in which
the Panasonic Group has holdings or changes in valuation of long-lived
assets, including property, plant and equipment and goodwill, deferred
tax assets and uncertain tax positions; future changes or revisions to
accounting policies or accounting rules; as well as natural disasters
including earthquakes, prevalence of infectious diseases throughout the
world and other events that may negatively impact business activities of
the Panasonic Group. The factors listed above are not all-inclusive and
further information is contained in Panasonic's latest annual report on
Form 20-F, which is on file with the U.S. Securities and Exchange
Commission.