Panasonic/Sanyo redux: Going without Goldman?

Dec. 5, 2008 – Panasonic’s offer to buy out three of Sanyo’s major shareholders hit a snag after two of them balked at what they thought was a lowball offer. Now Panasonic has sweetened the deal, but it may not go forward without everyone’s blessing.

Panasonic’s initial offer of ~¥120/share was turned down by Daiwa SMBC and Goldman Sachs. Daiwa and Sumitomo Mitsui Banking Company appear to have responded positively to a sweetened offer of ~¥130/share, about a 30% premium, notes the Nikkei daily. But Goldman is standing firm, arguing the terms and negotiating process are unfair to shareholders, and seeks a price nearly double that (¥250). (Sanyo shares have since spiked up to ¥169, and settled around ¥150.)

With support from both Daiwa and Sumitomo Mitsui, which together hold nearly 41% of Sanyo (vs. Goldman’s 29%), Panasonic could still obtain a controlling 51% ownership from institutional investors and others — at ¥130/share, that would cost about ¥408B/US $4.38B — and then proceed with a tender offer to acquire a majority stake in Sanyo and fold it in as a subsidiary in the current fiscal year (ending in March). Each of the three shareholders, though, maintains a right to buy holdings of the others to block a potential sale, and it’s possible Goldman may try to trigger this option, notes the paper. And with Sanyo’s stock price trading well above the ¥130/share proposal, smaller institutional investors are unlikely to be swayed.


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