2017

Acquisition of Zetes Industries SA

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Smith Square advises Panasonic Corporation on the acquisition of Zetes Industries SA

On 20 June 2017, following the acquisition by Panasonic Corporation (“Panasonic”) of a controlling stake in Zetes Industries SA (“Zetes”) and a subsequent Mandatory tender offer, Panasonic acquired an aggregate stake of 96.11% of the outstanding shares in Zetes.

Acquisition of Zetes by Panasonic
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 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 held indirectly, through its wholly owned subsidiary Panasonic Holding (Netherlands) B.V., 57.01% of the outstanding Zetes shares. Following the acquisition of its stake in Zetes, Panasonic launched a mandatory takeover bid for the remaining outstanding shares in Zetes that it did not yet own. The mandatory tender offer was launched by Panasonic Holding (Netherlands) B.V. on 18 May 2017 at a price of EUR 54.50 per Zetes share. On 20 June 2017, following the initial acceptance period of the mandatory tender offer, Panasonic announced it had acquired an additional 39.09% stake and now holds an aggregate total of 96.11%.

As Panasonic and its affiliates hold over 90% of the shares of Zetes there will be a mandatory reopening of the takeover bid (in accordance with the Belgian Takeover Decree), starting on 21 June 2017 and ending on 12 July 2017, on the same conditions as during the initial acceptance period. The mandatory reopening of the takeover bid Panasonic will also have the effect of a simplified squeeze-out and, accordingly, all shares not tendered in the reopening will be deemed transferred to the Bidder. Furthermore upon closing of the takeover bid and squeeze-out on 12 July 2017, the shares of Zetes will be automatically delisted from Euronext Brussels.

Background on Zetes
Zetes is an international corporation specialising in the provision of identification and mobility solutions. By using the latest technologies, Zetes enables its customers improve the speed and quality of their process execution and increase data accuracy, which in turn helps them to remain at the forefront of their industries. That’s what makes Zetes both a pioneer and a market leader at the same time.

The Zetes Group is based in Brussels and has more than 1100 employees in 21 countries across EMEA. In 2016, its turnover was €253.4 million. More information: www.zetes.com

Background on Panasonic
Panasonic Corporation is a worldwide leader in the development of diverse electronics technologies and solutions for customers in the consumer electronics, housing, automotive, enterprise solutions and device industries. Since its founding in 1918, the company has expanded globally and now operates 474 subsidiaries and 94 associated companies worldwide, recording consolidated net sales of 7.553 trillion yen for the year ended March 31, 2016. Committed to pursuing new value through innovation across divisional lines, the company uses its technologies to create a better life and a better world for its customers. To learn more about Panasonic: http://www.panasonic.com/global.

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