Sharp Corporation (hereinafter referred to as "Sharp") and Pioneer Corporation (hereinafter referred to as "Pioneer") announce, as described in detail below, that Sharp and Pioneer have entered into a business and capital alliance agreement.
1. Purpose of Business and Capital Alliance
Due to advanced digitization of electronic devices and products, the market circumstances for electronics companies continue to become severe, due to an increase of the cost of new product development and relevant capital investment. The management sees an opportunity in the strategic business alliance to enhance an efficient differentiation of business and to preserve corporate profits.
Taking such circumstances into consideration, Sharp and Pioneer have decided to enter into a business and capital alliance agreement as described in detail below, to create new business and improve both companies' corporate value, by utilization of both companies' resources and through active cooperation, including efficient implementation of both companies' strengths and specializations, such as imaging and display technology, in which Sharp and Pioneer both specialize, and also Sharp's digital technology, communication technology and device technology, as well as Pioneer's optical disk technology, acoustic technology and car electronics technology.
2. Content of Business and Capital Alliance
1) Promotion of Joint Development
Sharp and Pioneer will jointly proceed with development in the following fields in order to mutually utilize each company's technology and achieve further innovation.
(1) Next-Generation DVD Field
To aim development of new "Next generation DVD" related products, by utilizing Sharp's specialization in device technology such as blue-violet laser diode and Pioneer's specialization in optical disk technology such as drive-module technology.
(2) Network-Related Field
To aim for development of new network-related products in home electronics field by merging both companies' most advanced technology.
(3) Car Electronics Field
To aim for creation of new business in car electronics field by combining Sharp's technology of small- and medium-size displays, communication and sensor technology with Pioneer's car navigation technology and other "in-vehicle" know-how.
(4) Imaging Field
To aim for expansion of both companies' display business and development of new Audio-Visual products based on new concepts by mutually providing and/or merging each company's specialization in highly advanced imaging and display technology.
2) Expansion of Transactions between both Companies
Sharp and Pioneer will strengthen business relations and increase transactions and trade volume between both companies by actively adopting each company's products and components.
3) Capital Alliance
Sharp and Pioneer have agreed to finalize the capital alliance on December
20, 2007 in order to ensure a close and firm business alliance.
The capital alliance includes Pioneer's new issuance of 30,000,000 common
stocks which shall be fully allotted to Sharp, and to which Sharp shall
subscribe the full amount through third party allotment. In return, Sharp
shall dispose to Pioneer of 10,000,000 treasury stocks which Sharp now owns
and Pioneer shall subscribe to the full amount by way of third party
allotment. (Please refer to the separate press release concerning the
details of the third party allotment by both companies.)
| * |
In accordance with competition laws of Japan and overseas,
we will submit a prior report to, and if necessarily consult with, the relevant
authorities. As a result, if we are required to amend all or part of the above
capital alliance, we will make certain amendments including the change of investment
ratio and/or other terms and conditions subject to mutual consent. |
3. Summary of Parties
| (1) Trade Name |
Sharp Corporation |
Pioneer Corporation |
| (2)Principal Business |
Manufacture and sales of electric communication and electric equipment, electronic applied equipment, and electronic components |
Manufacture and sales of car electronics products and home electronics products |
| (3)Date of Incorporation |
May 2, 1935 |
May 8, 1947 |
| (4)Address of Headquarters |
22-22, Nagaike-cho, Abeno-ku, Osaka |
4-1, Meguro 1-chome, Meguro-ku, Tokyo |
| (5)Representative |
Mikio Katayama, President & COO |
Tamihiko Sudo, President and Representative Director |
| (6) Capital Stock |
204,675 million Yen |
49,048 million Yen |
| (7) Number of Employees |
48,927 employees (consolidated) |
37,622 employees (consolidated) |
| (8) Principal Shareholders and Shareholding Ratio |
Nippon Life Insurance Company
4.95%
Meiji Yasuda Life Insurance Company
4.26%
Mizuho Corporate Bank, Ltd.
3.77%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
3.75%
Japan Trustee Services Bank, Ltd. (Trust Account)
3.43%
The Master Trust Bank of Japan, Ltd. (Trust Account)
3.42%
The Dai-ichi Mutual Life Insurance Company
2.76%
Mitsui Sumitomo Insurance Company, Limited
2.76%
State Street Bank and Trust Company
2.45%
Sompo Japan Insurance Inc.
2.42%
|
The Master Trust Bank of Japan, Ltd (Trust Account)
6.58%
Japan Trustee Services Bank, Ltd. (Trust Account)
5.10%
Deutsche Bank AG London-PB Irish Residents 619
3.63%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
3.60%
BNY for GCM Client Accounts (E)ISG
2.32%
Mizuho Bank, Ltd.
2.22%
Trust & Custody Services Bank, Ltd. as trustee for Mizuho Bank, Ltd. Retirement Trust Account Re-entrusted by Mizuho Trust & Banking
Co., Ltd.
2.19%
Deutsche Bank AG London-PB Non-Treaty Clients 613
1.57%
Societe Generale Paris SGOP/DAI Paris 6Z
1.52%
Sumitomo Mitsui Banking Corporation
1.43% |
| (9) Parties Relationship |
There are no capital and personnel relationship.
There are sales transactions of electronics equipment and electronic components.
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| Note: |
"Capital Stock," "Number of Employees" and "Principal Shareholders and Shareholding Ratio" are as of March 31, 2007. |
| 4. |
Schedule
September 20, 2007 Resolution of the Board of Directors Meeting
September 20, 2007 Execution of the Business and Capital
Alliance Agreement |
5. Predicted Effect on Business Forecast
The effect of this business and capital alliance on both the consolidated and non-consolidated business forecast for each company for the fiscal year ending March 31, 2008 is expected to be immaterial, although in the middle- and long-term perspectives each company is expected to benefit from this alliance.
| The following information is true and accurate at the time of publication. Manufacture, sale, price and specifications of products may be subjected to change. |
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