Panasonic to Absorb Wholly-Owned Subsidiary (Panasonic Eco Solutions Power Tools Co., Ltd.)

  Panasonic to Absorb Wholly-Owned Subsidiary (Panasonic Eco Solutions Power
  Tools Co., Ltd.)

Business Wire

OSAKA, Japan -- December 21, 2012

Panasonic Corporation (NYSE:PC)(TOKYO:6752)("Panasonic") today announced that
its Board of Directors has decided and signed an agreement to absorb Panasonic
Eco Solutions Power Tools Co., Ltd. (PESPT), a wholly-owned consolidated
subsidiary of Panasonic. This merger is expected to take effect on April 1,
2013.
Details of the merger are outlined below.

1. Purpose of the Merger

Panasonic aims to expand sales with utilizing the sales channels of the
Company mainly in Asia and strengthen the cost competitiveness by
commonalizing indirect personnel.


2. Summary of the Merger

(1)  Schedule of the Merger        
      December 21, 2012                    Resolution of the Board of
                                           Directors on the merger
      December 21, 2012                    Signing of the merger agreement
      April 1, 2013 (planned)              Effective date of the merger

      (Note: The merger will be conducted through a simplified procedure
      provided under the Company Law of Japan, by which resolutions of the
      shareholders' meetings of Panasonic and PESPT will not be required.)

(2)   Method of the merger
      Panasonic, as the continuing company, will absorb PESPT, which will be
      dissolved upon the merger.

(3)   Allotment in relation to the merger
      There shall be no allotment of shares or any other consideration upon
      the merger.

(4)   Treatment of stock acquisition rights and convertible bonds of the
      dissolving company
      There are no stock acquisition rights or convertible bonds issued by
      PESPT.
      

3. Basic information of Panasonic and PESPT
    (As of September 30, 2012)
                        Continuing Company           Dissolving Company
                                                         Panasonic Eco
(1)  Corporate name        Panasonic Corporation         Solutions Power Tools
                                                         Co., Ltd.
                           1006, Oaza Kadoma,            33 Oka-machi, Hikone
(2)  Head office                                         City, Shiga, Japan
                           Kadoma City, Osaka, Japan
(3)  Name and title of     President, Kazuhiro Tsuga     President, Hiroyuki
     representative                                      Ando
     Principal lines of    Manufacture and sale of       Manufacture and sales
(4)  business              electronic and electric       of rechargeable power
                           equipment, etc.               tool, etc.
(5)  Stated capital        258,740 million yen           450 million yen
(6)  Date established      December 15, 1935             April 1, 2009
(7)  Number of shares      2,453,053,497 shares          9,000 shares
     issued
(8)  Fiscal year end       March 31                      March 31
                           The Master
                           Trust Bank of       5.17%
                           Japan, Ltd.
                           (trust account)
                           Japan Trustee                 Panasonic Corporation
                           Services Bank,       5.07%    100%
     Major shareholders    Ltd. (trust
(9)  and shareholding      account)
     ratio                 Nippon Life          3.12%
                           Insurance Company
                           Sumitomo Mitsui
                           Banking              2.72%
                           Corporation                   
                           SSBT OD05 OMNIBUS
                           ACCOUNT-TREATY      2.57%
                           CLIENTS
     Operating results     Panasonic Corporation         Panasonic Eco
     and financial                                       Solutions Power Tools
(10) conditions for the    (Consolidated, U.S.           Co., Ltd.
     year ended March      G.A.A.P.)                     (Non-consolidated,
     31, 2012                                            Japan G.A.A.P.)
    Net assets            1,977,566                     154
    Total assets          6,601,055                     1,942
     Shareholders’
    equity per share      834.79                        17,110.42  
     (yen)
    Net sales             7,846,216                     6,196
    Operating profit      43,725                        (75)
    Ordinary income       --                            (93)
     Net income (loss)
    attributable to the   (772,172)                     (174)
     company
     Net income (loss)
     per share
    attributable to the  (333.96)                     (19,278.47)
     company per share
     (yen)

Notes:  1.  In millions of yen, unless otherwise specified.
         2.   As of September 30, 2012, Panasonic holds 141,368,990 shares of
              its common stock.
              Panasonic's "Shareholders' equity per share" is presented in
              accordance with the United States Generally Accepted Accounting
         3.   Principles (U.S. G.A.A.P.). As for PESPT, the amount of "Net
              assets per share" is stated instead of "Shareholders' equity per
              share."
              With respect to Panasonic, the item "Ordinary income" is omitted
         4.   since it does not exist under U.S. G.A.A.P., which has been
              adopted by Panasonic on a consolidated basis.
              

4. Conditions after the Merger

Panasonic's corporate name, head office, name and title of representative,
principal lines of business, stated capital and fiscal year end shall not be
changed by this merger.

5. Effect on Financial Outlook

There shall be no effect on the consolidated financial outlook of Panasonic
for fiscal year ending March 31, 2013.

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 U.S. 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 business reorganization after the
acquisition of all shares of Panasonic Electric Works Co., Ltd. and SANYO
Electric Co., Ltd.; 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,
disruption of supply chain 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 reports, Form 20-F, and any other reports and documents which are on
file with the U.S. Securities and Exchange Commission.

In order to be consistent with generally accepted financial reporting
practices in Japan, operating profit (loss) is presented in accordance with
generally accepted accounting principles in Japan. The company believes that
this is useful to investors in comparing the company's financial results with
those of other Japanese companies. Under United States generally accepted
accounting principles, expenses associated with the implementation of early
retirement programs at certain domestic and overseas companies, and impairment
losses on long-lived assets are usually included as part of operating profit
(loss) in the statement of income.

Contact:

Panasonic Corporation
Media Contacts:
Megumi Kitagawa, +81-3-3574-5664 (Japan)
Global Public Relations Office
or
Panasonic News Bureau (Japan)
Tel: +81-3-3542-6205
or
Jim Reilly, +1-201-392-6067(U.S.)
or
Anne Guennewig, +49-611-235-457 (Europe)
or
Investor Relations Contacts:
Shozo Mizuno, +81-6-6908-1121 (Japan)
Corporate Finance & IR Group
or
Panasonic Finance (America), Inc.
Yuko Iwatsu, +1-212-698-1360 (U.S.)
or
Panasonic Finance (Europe) plc
Hiroko Carvell, +44-20-3008-6887 (Europe)
 
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