Following the approval by the relevant competition authorities of the acquisition by Panasonic Corporation ("Panasonic") of a controlling stake in Zetes Industries SA ("Zetes"), Panasonic acquired today a stake of 57.01% of the outstanding shares in Zetes.
The shares were acquired today by Panasonic pursuant to the agreements that it had entered into on 22 December 2016 with the shareholders of Zephir Corporation SA, a holding company that owned 23.70% of the outstanding shares of Zetes, and Cobepa SA, 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.
Mandatory takeover bid for the remaining shares at EUR 54.50 per share
As a result of the aforementioned transactions, Panasonic currently holds indirectly, through its wholly owned subsidiary Panasonic Holding (Netherlands) B.V., 57.01% of the outstanding Zetes shares. This is inclusive of 23.70% of the Zetes shares held by Zephir Corporation SA 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 (Netherlands) B.V. 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.
Combining forces to become a global leading supply chain solution supplier
The combination of both Panasonic's and Zetes' businesses offers significant opportunities to exploit the future growth both in supply chain solutions and security solutions, and Panasonic is uniquely positioned to support Zetes to execute its future growth plans globally by:
• New Business Opportunities
Marketing Zetes' services and solutions to Panasonic's corporate-wide clients, which includes global top-tier companies across various regions and industries;
• Global Expansion
Offering Zetes potential opportunities to expand geographically, by opening paths to enter the United States and wider Asia Pacific region;
• R&D Enhancement
Developing customer oriented and innovative solutions, by utilising Zetes' customer touch points and Panasonic's research and development capabilities; and
• Resource Enrichment
Making Panasonic's considerable corporate resources available to Zetes.
Through their cooperation, Panasonic and Zetes will be able to expand the breadth of solutions and services offered to customers by the combination of Zetes' identification and mobility solutions with Panasonic's advanced research and development capabilities, global reach and technological expertise to better meet growing global customer needs.
While Zetes has now become a subsidiary of the Panasonic group, Panasonic has the intention to keep Zetes and its subsidiaries as a separate business division for the foreseeable future. Panasonic believes that maintaining the strong employee culture within Zetes will be essential to ensuring the future success of Zetes. Mr. Alain Wirtz and Mr. Jean-François Jacques will continue to act as managing directors of Zetes and Mr. Pierre Lambert will continue to act as chief financial officer of Zetes.