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businesswire

Merger of Sumishin Matsushita Financial Services Co., Ltd. and STB Leasing Co., Ltd.


  • Press Release
  • Source: Panasonic Corporation
  • On 8:01 am EDT, Friday October 30, 2009

OSAKA, Japan--(BUSINESS WIRE)--The Sumitomo Trust and Banking Co., Ltd. (President and CEO: Hitoshi Tsunekage; “Sumitomo Trust”) and Panasonic Corporation (President : Fumio Ohtsubo; “Panasonic”) decided to effect, as of April 1, 2010, a merger (“Lease Subsidiary Merger”) of Sumishin Matsushita Financial Services Co., Ltd. (“SMFC”), a company jointly invested in by Sumitomo Trust and Panasonic, and STB Leasing Co., Ltd. (“STBL”), a wholly-owned subsidiary of Sumitomo Trust, and have entered into a basic agreement today.

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1. Purpose of Merger

SMFC is a comprehensive financial services company that develops various businesses such as leasing, installment sales, credit card and financing, primarily for a wide range of clients of the Panasonic group. STBL is a professional leasing company that specializes in leasing business for large corporations, primarily for the clients of Sumitomo Trust.

SMFC and STBL integrated their businesses through a holding company structure on March 31, 2008, and have promoted cooperative operations and complementary relationships, such as sharing know-how, exchanging human resources and mutually introducing clients, mainly in the leasing business. However, due to the increasingly difficult environment surrounding the leasing business, Sumitomo Trust and Panasonic decided to merge SMFC and STBL in order to further improve competitiveness.

Sumitomo Trust and Panasonic will promptly realize the effects of rationalization arising from Lease Subsidiary Merger, and attempt to improve profitability by expeditiously shifting personnel to business with growth potential by way of reassigning personnel upon the merger of the head office and business departments, and by strengthening their characteristics.

Prior to Lease Subsidiary Merger, Sumitomo Trust will acquire a portion of SMFC’s shares (equal to approximately 11% of the total number of issued shares of SMFC) from Panasonic around the beginning of November 2009.

2. Direction of the Newly Merged Company

The newly merged company that will be established as a result of Lease Subsidiary Merger will be a comprehensive financial services company that provides a variety of sophisticated financial instruments, such as leasing, installment sales, credit card and financing, to a wide range of clients of Sumitomo Trust and the Panasonic group.

In addition to such a diverse client base, the most significant characteristics of the newly merged company will be its small-amount leasing and installment sales businesses infrastructure distinctive to manufacturers as well as propose-based sales, high risk-control ability and stable fund-raising capability that are characteristics associated with Sumitomo Trust.

The newly merged company will aim to evolve and develop into a unique corporation by merging individual characteristics of banks and manufacturers. Specifically, the newly merged company will focus on (i) enhancing businesses such as leasing, installment sales and financing based on products, (ii) expanding dealer leasing (i.e., small-amount vendor leasing) with growth potential, and (iii) promoting a new environment-related business with products such as solar loans for solar power generation systems.

The corporate name of the newly merged company is expected to be “Sumishin Panasonic Financial Services Co., Ltd.”, and the newly merged company will further strengthen its cooperation with the Panasonic group, and actively promote sales financing to support local electrical stores and sales of products of the Panasonic group.

3. Scheme of Merger

As of April 1, 2010, (i) the merger of SMFC and STBL and (ii) the merger (“Lease Holding Company Merger”) of Sumitomo Trust and STB Leasing & Financial Group Co., Ltd. (“STBLFG”) as a result of Lease Subsidiary Merger as described in (i) are scheduled to be executed at the same time.

For further information of the transaction described in (ii) above, please see the notice titled “Merger of The Sumitomo Trust and Banking Co., Ltd. and Subsidiary (STB Leasing & Financial Group Co., Ltd.)” disclosed by Sumitomo Trust today.

Note: Sumitomo Trust will acquire a portion of SMFC’s shares (equal to approximately 11% of the total number of issued shares of SMFC) from Panasonic around the beginning of November 2009.

 

4. Outline of Merger

(1) Schedule (planned)

Beginning of February 2010: Board meeting to approve the execution of the merger agreement (SMFC and STBL)
Beginning of February 2010: Execution of the merger agreement
Middle of February 2010: Shareholder meeting to approve the merger (SMFC and STBL)
April 1, 2010: Effective date of the merger
 

(2) Method of Merger

The merger will be effected through the merger of STBL with SMFC whereby SMFC is the surviving company and STBL will be dissolved.

 

 

5. Outline of Merging Companies

(1) Corporate Name  

Sumishin Matsushita Financial

Services Co., Ltd.

(surviving company)

  STB Leasing Co., Ltd.

(non-surviving company)

(2)

Principal Business  

Comprehensive leasing business,

installment sales business, credit card

business and others

  Comprehensive leasing business
(3) Date of Incorporation   February 27, 1967   July 1, 1985
(4) Location   3-2-18, Nakanoshima, Kita-ku, Osaka   1-6-1, Marunouchi, Chiyoda-ku, Tokyo
(5) Representative   Director and CEO: Masakiyo Inoue   Director and CEO: Masakiyo Inoue
(6) Stated Capital   20,520 million yen (as of the end of September 2009)   5,064 million yen (as of the end of September 2009)
(7) Total Number of Issued Shares   7,902,440 shares   21,584,300 shares
(8) Financial Year End   March 31   March 31
(9)

Major Shareholders and Shareholding Percentage

  STB Leasing & Financial Group. Co., Ltd.   66%   STB Leasing & Financial Group. Co., Ltd.   100%
  Panasonic Corporation   34%    
(10)Relationship between Parties
Capital Relationship   SMFC and STBL are subsidiaries of Sumitomo Trust.
Personnel Relationship   One executive officer and one corporate auditor of Sumitomo Trust are also a director and a corporate auditor of SMFC.

One executive officer, one corporate auditor and one employee of Sumitomo Trust are also director and corporate auditor of STBL .

Eight employees of Sumitomo Trust have been temporarily transferred to SMFC, and four employees of Sumitomo Trust have been temporarily transferred to STBL.

Business Relationship   Sumitomo Trust performs deposits, financing, leasing and other businesses with SMFC and STBL.
Relationship as Affiliated Parties   Because SMFC and STBL are subsidiaries of Sumitomo Trust, SMFC and STBL are categorized as affiliated parties of Sumitomo Trust.
 

(11) Operational Results of Three Most Recent Financial Years

STBL (consolidated basis)

(in millions of yen, except per share data)

Financial Year Ended March 31, 2007   March 31, 2008   March 31, 2009
Consolidated Net Assets 46,355   49,613   45,753
Consolidated Total Assets 520,409   543,705   590,167
Consolidated Net Assets per Share (yen) 2,147.61   2,298.55   2,119.73
Consolidated Net Sales 161,338   161,703   153,922
Consolidated Operating Income 6,710   6,737   3,314
Consolidated Operating Net Income 6,622   6,787   3,441
Consolidated Net Income 17,326   4,172   1,913
Consolidated Net Income per Share (yen) 802.73   193.31   88.61
Dividend per Share (yen) 24   256   24
 

SMFC (non-consolidated basis)

(in millions of yen, except per share data)

Financial Year Ended   March 31, 2007   March 31, 2008   March 31, 2009
Net Assets   69,881   71,550   73,963
Total Assets   601,585   605,194   581,737
Net Assets per Share (yen)   8,843.07   9,054.26   9,359.55
Net Sales   191,261   191,232   182,630
Operating Income   5,041   3,154   4,262
Operating Net Income   5,308   3,392   4,447
Net Income   3,176   2,402   2,905
Net Income per Share (yen)   401.96   304.01   367.67
Dividend per Share (yen)   81   61   74
 

6. Conditions after Lease Subsidiary Merger

(1)   Corporate Name   Sumishin Panasonic Financial Services Co., Ltd. (planned)
(2) Location 3-2-18, Nakanoshima, Kita-ku, Osaka (planned)
(3) Representative To be appointed
(4) Principal Business Comprehensive leasing business, installment sales business, credit card business and others
(5) Stated Capital 25,584 million yen (planned)
(6) Financial Year End March 31
 

7. Outlook

There will be no effect on Sumitomo Trust’s and Panasonic’s earnings forecast for March 31, 2010 as a result of Lease Subsidiary Merger.

Contact:

The Sumitomo Trust and Banking Co., Ltd.
+81-3-3286-8354
IR Office, Financial Management Department
or
Panasonic Corporation
Akira Kadota, +81-3-6403-3040
International PR
or
Panasonic News Bureau
+81-3-3542-6205

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