TIDM35SV TIDMMEL
RNS Number : 8818G
Pioneer Corporation
09 February 2010
For Immediate Release
February 9, 2010
Pioneer Announces Strengthening of Business Alliance
with Mitsubishi
Electric Corporation and Issuance of New Shares
Through Third-Party
Allotment
Pioneer Corporation (hereinafter "Pioneer") announced today that Pioneer
resolved, at a meeting of its board of directors held on February 9, 2010, to
enter into a capital alliance agreement and to issue new shares through a
third-party allotment to Mitsubishi Electric Corporation (hereinafter Mitsubishi
Electric Corporation shall be referred to as "Mitsubishi Electric" and such
issuance of new shares shall be referred to as the "Third-Party Allotment") with
the aim to further strengthen the business alliance with Mitsubishi Electric
with respect to the development of car navigation systems. In connection with
this, Pioneer has held discussions with Mitsubishi Electric on cooperation
mainly in the development of car navigation systems for a certain period.
Further details are provided below.
In addition to the above resolution, Pioneer resolved, at such meeting of its
board of directors, the issuance of new shares in an international offering
(hereinafter the "International Offering") and the issuance of new shares
through third-party allotment to Mitsubishi Chemical Corporation (hereinafter
the "Third-Party Allotment to Mitsubishi Chemical"). For the details thereof,
please see the announcements "Pioneer Announces Issuance of New Shares" and
"Pioneer Announces Business Alliance with Mitsubishi Chemical Corporation and
Issuance of New Shares Through Third-Party Allotment", which were also released
today. In addition, as Pioneer announced the progress of the issuance of new
shares through a third-party allotment to Honda Motor Co., Ltd. today, please
also see the announcement "Pioneer Announces Progress of Issuance of New Shares
Through Third-Party Allotment to Honda Motor Co., Ltd.", which was released
today.
I.Strengthening of Business Alliance
1. Purpose and Reason of Strengthening the Business Alliance
Pioneer designates its car electronics business, with its outstanding
technological expertise, product lineup and brand power, as a core business.
Pioneer is actively proceeding with business alliances to enhance the
competitiveness of its car electronics business, including in terms of reducing
costs.
With respect to car navigation systems, strengthening the capability and
improving efficiency of development is essential as development costs increase
with the advancement of performance, and the intensification of market
competition. For this reason, Pioneer and Mitsubishi Electric are jointly
developing platforms for car navigation systems and automobile AV products.
With this enhancement of the business alliance, Pioneer will further strengthen
the relationship between the two companies.
Both companies will deal with future technological innovations to develop car
navigation systems as the center of information in the vehicles, by integrating
Pioneer's technologies related to servers and maps and Mitsubishi Electric's
ability to develop platforms and technologies to interact with vehicle data.
3.Outline of Mitsubishi Electric
Please see "II. Issuance of New Shares Through Third-Party Allotment - 6. Reason
for Selecting Mitsubishi Electric and Other Related Matters - (1) Outline of
Mitsubishi Electric" below for an outline of Mitsubishi Electric, the business
alliance partner.
4.Future Prospects
The strengthening of business alliance announced herein will have a minor effect
on the business results for the year ending March 31, 2010. Pioneer is
examining the effects of the strengthening of business alliance on future
results and future prospects; however, Pioneer will vigorously promote the joint
development in order to promptly obtain the benefit of the business alliance.
II.Issuance of New Shares Through Third-Party Allotment
1.Outline of Offering
+-------------------------+---------------+------------------------------------------+
| (1) | | The issue date will be a |
| Issue | | date within the period from |
| Date | | Tuesday, March 2, 2010 to |
| | | Thursday, March 4, 2010, |
| | | whichever of such date is |
| | | the fifth business day |
| | | immediately following the |
| | | Determination Date defined |
| | | in (3) below. |
+-------------------------+---------------+------------------------------------------+
| (2) | | 10,000,000 shares of common |
| Number | | stock (Note 1) |
| of | | |
| Shares | | |
| to Be | | |
| Newly | | |
| Issued | | |
+-------------------------+---------------+------------------------------------------+
| (3) | | The amount to be paid shall |
| Method | | be the same price as the |
| of | | issue price (offer price) of |
| Determining | | new shares to be offered in |
| the Amount | | the International Offering, |
| to Be Paid | | which will be determined on |
| | | a date within the period |
| | | from Tuesday, February 23, |
| | | 2010 to Thursday, February |
| | | 25, 2010 (the "Determination |
| | | Date"). |
| | | The offer price for the |
| | | International Offering will |
| | | be determined on the |
| | | Determination Date based on |
| | | the preliminary pricing |
| | | terms calculated by |
| | | multiplying the closing |
| | | price of the shares of |
| | | common stock of Pioneer on |
| | | the First Section of the |
| | | Tokyo Stock Exchange, Inc. |
| | | on the Determination Date |
| | | (or, if no closing price is |
| | | quoted on the Determination |
| | | Date, the closing price of |
| | | the immediately preceding |
| | | date) by 0.90-1.00 (any |
| | | fraction less than one (1) |
| | | yen that results from such |
| | | calculation will be rounded |
| | | down) in accordance with the |
| | | book-building method similar |
| | | to the method stated in |
| | | Article 25 of the |
| | | Regulations concerning |
| | | Underwriting of Securities, |
| | | etc. established by the |
| | | Japan Securities Dealers |
| | | Association, taking into |
| | | account market demand and |
| | | other conditions. |
+-------------------------+---------------+------------------------------------------+
| (4) | | 3,803,500,000 yen (estimated |
| Amount | | net proceeds calculated |
| of Funds | | based on the closing price |
| to Be | | of the shares of common |
| Raised | | stock of Pioneer on the |
| | | First Section of the Tokyo |
| | | Stock Exchange, Inc. as of |
| | | February 8, 2010) (Note 2) |
+-------------------------+---------------+------------------------------------------+
| (5) | | Third-party allotment |
| Method | | |
| of | | (Mitsubishi Electric |
| Offering | | Corporation) |
| or | | |
| Allotment | | |
| (Party to | | |
| Which | | |
| Shares | | |
| Will Be | | |
| Allotted) | | |
+-------------------------+---------------+------------------------------------------+
| (6) Each of the items above will be subject to the |
| effectiveness of the securities registration statement to be |
| filed under the Financial Instruments and Exchange Act of |
| Japan. |
+-------------------------+---------------+------------------------------------------+
Notes:1.Mitsubishi Electric will underwrite the shares to be offered in the
amount obtained by dividing 2,500,000,000 yen by the amount to be paid
determined as described in (3) above (any fraction less than 10,000 shares shall
be rounded down). Shares that Mitsubishi Electric will not underwrite will not
be issued.
2.This is the estimated net proceeds calculated based on the aggregate amount to
be paid in the case that Mitsubishi Electric underwrites all the shares to be
offered. In fact, as Mitsubishi Electric will underwrite the shares as
described in Note 1, the maximum aggregate amount to be paid will be
2,500,000,000 yen. In such case, the estimated net proceeds will be
2,489,250,000 yen.
2.Purpose of and Reason for the Issuance of New Shares Through Third-Party Allotment
As described in I. 1. above, Pioneer designates its car electronics business,
with its outstanding technological expertise, product lineup and brand power, as
a core business. Pioneer is actively proceeding with business alliances to
enhance the competitiveness of its car electronics business, including in terms
of reducing costs.
With respect to car navigation systems, strengthening the capability and
improving efficiency of development is essential as development costs increase
with the advancement of performance, and the intensification of market
competition. For this reason, Pioneer and Mitsubishi Electric are jointly
developing platforms for car navigation systems and automobile AV products. In
order to further strengthen the business alliance relationship with Mitsubishi
Electric, Pioneer has determined to issue new shares through a third-party
allotment to Mitsubishi Electric.
3.Amount, Use and Scheduled Timing of Expenditure of Funds to Be Raised
(1)Amount of Funds to Be Raised
+--------------------------------+---------------------------+
| Aggregate amount | 3,820,000,000 |
| to be paid: | yen |
+--------------------------------+---------------------------+
| Estimated costs of | 16,500,000 |
| issuance (Note 1): | yen |
+--------------------------------+---------------------------+
| Estimated net | 3,803,500,000 |
| proceeds: | yen |
+--------------------------------+---------------------------+
Notes: 1.Costs of issuance include costs related to commercial registration
and listing fees.
2.The above is the estimated amount calculated based on the closing price of the
shares of common stock of Pioneer on the First Section of the Tokyo Stock
Exchange, Inc. on February 8, 2010 and is the maximum amount in the case that
Mitsubishi Electric underwrites all the shares to be offered described in 1. (2)
above. In fact, Mitsubishi Electric will underwrite the shares to be offered in
the Third-Party Allotment in the amount obtained by dividing 2,500,000,000 yen
by the amount to be paid determined as described in 1. (3) above (any fraction
less than 10,000 shares shall be rounded down). Therefore, the actual maximum
aggregate amount to be paid will be 2,500,000,000 yen. Accordingly, the actual
maximum estimated costs of issuance and the maximum estimated net proceeds will
be 10,750,000 yen and 2,489,250,000 yen, respectively.
(2)Use and Scheduled Timing of Expenditure of Funds to Be Raised
The funds to be raised through the Third-Party Allotment will be used as working
capital, among other purposes. In particular, the funds will be used for the
joint development with Mitsubishi Electric of the hardware and software
platforms for car navigation systems. The funds to be raised will be used
during the year ending March 31, 2011, and until then, such funds will be kept
in Pioneer's current deposit account.
4.Rationale for the Use of Funds to Be Raised
Pioneer believes that the use of the funds to be raised as working capital,
necessary for ensuring the progress on strengthening of the business alliance
with Mitsubishi Electric, will contribute to enhance the corporate value of
Pioneer, and is therefore a reasonable application.
5.
The amount to be paid with respect to the Third-Party Allotment shall be the
same price as the offer price for the International Offering. Such offer price
for the International Offering will be determined in accordance with the
book-building method similar to the method stated in Article 25 of the
Regulations concerning Underwriting of Securities, etc. established by the Japan
Securities Dealers Association.
Pioneer has determined that the aforementioned method of determining the amount
to be paid with respect to the Third-Party Allotment is appropriate, as such
method is in accordance with "the method for determining the amount to be paid
in that is appropriate to realize payment at a fair value" provided for in
Article 201, Paragraph 2 of the Company Law. Furthermore, regarding the
legality of the method of determining the amount to be paid, all three (3)
auditors (of which two (2) auditors are outside company auditors) represented
their opinion that the method of determining the amount to be paid is legitimate
at the meeting of Pioneer's board of directors held today.
The number of shares to be newly issued through the Third-Party Allotment and
the Third-Party Allotment to Mitsubishi Chemical is 12,400,000 shares (number of
voting rights: 124,000) at a maximum, and the ratio to the current total number
of issued shares of Pioneer (210,063,836 shares (total number of voting rights
as of September 30, 2009: 2,048,293)) is 5.9% (ratio in voting rights: 6.0%) at
a maximum. Therefore, Pioneer believes that the level of dilution of shares is
limited.
+--------+----------------+----+------------------+-+--+-+--------------+------+--------+-------+
| | | | |
+--------+----------------+----+----------------------------------------------------------------+
| (i) | Trade name | | Mitsubishi Electric Corporation |
+--------+----------------+----+----------------------------------------------------------------+
| (ii) | Location | | 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan |
+--------+----------------+----+----------------------------------------------------------------+
| (iii) | Representative | | Setsuhiro Shimomura |
| | | | President & CEO |
+--------+----------------+----+----------------------------------------------------------------+
| (iv) | Principal | | Develop, production, sales and provision of service |
| | businesses | | energy and electric systems, industrial automation |
| | | | systems, information and communication systems, |
| | | | electronic devices, home appliances, etc. |
+--------+----------------+----+----------------------------------------------------------------+
| (v) | Stated | | 175,820 million yen |
| | capital | | |
+--------+----------------+----+----------------------------------------------------------------+
| (vi) | Date of | | January 15, 1921 |
| | incorporation | | |
+--------+----------------+----+----------------------------------------------------------------+
| (vii) | Total number | | 2,147,201,551 shares |
| | of issued | | |
| | shares | | |
+--------+----------------+----+----------------------------------------------------------------+
| (viii) | Fiscal year | | March 31 |
| | end | | |
+--------+----------------+----+----------------------------------------------------------------+
| (ix) | Number of | | 110,082 (consolidated) |
| | employees | | |
+--------+----------------+----+----------------------------------------------------------------+
| (x) | Major | | Private companies such as manufacturers and |
| | business | | non-manufacturers and public agencies worldwide. |
| | partners | | |
+--------+----------------+----+----------------------------------------------------------------+
| (xi) | Major | | The Bank of Tokyo-Mitsubishi UFJ, Ltd., Mitsubishi UFJ |
| | transaction | | Trust and Banking Corporation, Mizuho Corporate Bank, |
| | banks | | Ltd., The Norinchukin Bank, The Chuo Mitsui Trust and |
| | | | Banking Company, Limited |
+--------+----------------+----+----------------------------------------------------------------+
| (xii) | Major | | The Master Trust Bank of Japan, Ltd. (Trust | 7.97% |
| | shareholders | | Account) | |
| | and their | | | |
| | shareholding | | | |
| | ratio | | | |
+ + +----+--------------------------------------------------------+-------+
| | | | Japan Trustee Services Bank, Ltd.(Trust | 5.57% |
| | | | Account) | |
+ + +----+--------------------------------------------------------+-------+
| | | | Meiji Yasuda Life Insurance Company | 3.95% |
+ + +----+--------------------------------------------------------+-------+
| | | | State Street Bank and Trust Company | 3.53% |
+ + +----+--------------------------------------------------------+-------+
| | | | Nippon Life Insurance Company | 3.37% |
+ + +----+--------------------------------------------------------+-------+
| | | | The Bank of Tokyo-Mitsubishi UFJ, Ltd. | 2.86% |
+ + +----+--------------------------------------------------------+-------+
| | | | Mitsubishi Electric Group Employees' | 2.29% |
| | | | Shareholding Union | |
+ + +----+--------------------------------------------------------+-------+
| | | | The Dai-ichi Mutual Life Insurance Company | 1.74% |
+ + +----+--------------------------------------------------------+-------+
| | | | Japan Trustee Services Bank, Ltd.(Trust | 1.58% |
| | | | Account 4) | |
+ + +----+--------------------------------------------------------+-------+
| | | | The Chase Manhattan Bank N A London S L | 1.52% |
| | | | Omnibus Account | |
+--------+----------------+----+--------------------------------------------------------+-------+
| (xiii) | Relationship | | Capital | | Not applicable |
| | between | | relationship | | |
| | Pioneer and | | | | |
| | Mitsubishi | | | | |
| | Electric | | | | |
+ + +----+------------------+-+-------------------------------------------+
| | | | Personnel | | Not applicable |
| | | | relationship | | |
+ + +----+------------------+-+-------------------------------------------+
| | | | Business | | Sales transactions of electronic |
| | | | relationship | | devices, etc. |
+ + +----+------------------+-+-------------------------------------------+
| | | | Related | | Not applicable |
| | | | party | | |
| | | | relationship | | |
+--------+----------------+----+------------------+-+-------------------------------------------+
| (xiv) | Consolidated results of operations and financial condition for the last |
| | three years |
+--------+--------------------------------------------------------------------------------------+
| | | | Year ended/As of March 31 |
+--------+----------------+----+----------------------------------------------------------------+
| | | 2007 | | 2008 | | 2009 |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 3,855,745 | | 4,049,818 | | 3,665,119 |
| sales | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Operating | | 218,372 | | 264,016 | | 139,728 |
| income | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 184,776 | | 226,612 | | 107,928 |
| income | | | | | | |
| before | | | | | | |
| income | | | | | | |
| taxes | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 123,080 | | 157,977 | | 12,167 |
| income | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 57.34 | | 73.60 | | 5.67 |
| income | | | | | | |
| per | | | | | | |
| share | | | | | | |
| (yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Dividend | | 10.00 | | 13.00 | | 6.00 |
| per | | | | | | |
| share | | | | | | |
| (yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 1,059,209 | | 1,031,438 | | 849,476 |
| assets | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Total | | 3,452,231 | | 3,485,080 | | 3,334,123 |
| assets | | | | | | |
| (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| Net | | 493.46 | | 480.51 | | 395.77 |
| assets | | | | | | |
| per | | | | | | |
| share | | | | | | |
| (yen) | | | | | | |
+-------------------------+----+-----------------------+-+--------------+------+----------------+
| | | | | | | | | | | |
+--------+----------------+----+------------------+-+--+-+--------------+------+--------+-------+
Note: Stated capital, total number of issued shares and number of employees
above are as of September 30, 2009. The major shareholders and their
shareholding ratio arebased on the register of shareholders as of September 30,
2009.
As described in I. 1. above, Pioneer and Mitsubishi Electric are jointly
developing car navigation systems, among other products; Pioneer and Mitsubishi
Electric have decided to strengthen the business alliance for the purpose of
strengthening product competitiveness in order to respond to intensifying
competition in the car navigation market. In order to further smoothen and
stabilize the operation of this business alliance and to contribute to enhancing
the competitiveness and corporate value of Pioneer, Pioneer has selected
Mitsubishi Electric as the party to which shares will be allotted through the
Third Party Allotment.
Pioneer has confirmed that Mitsubishi Electric intends to hold the new shares to
be allotted for the medium- and long-term.
In addition, Pioneer will request of Mitsubishi Electric a written confirmation
agreeing and/or acknowledging that, if Mitsubishi Electric assigns all or a part
of the new shares to be allotted within two years of the closing date, (i)
Mitsubishi Electric will immediately report to Pioneer, in writing, the name of
the assignee, the number of shares assigned and other related matters, (ii)
Pioneer will report such assignment to the Tokyo Stock Exchange, Inc., and (iii)
Mitsubishi Electric will consent to the substance of such report being available
for public inspection.
After confirming the status of net sales, total assets, net assets, cash and
deposits and other related matters described in the latest Annual Securities
Report (filed on June 26, 2009) and the latest Quarterly Report (filed on
November 10, 2009) that were filed with the Director-General of the Kanto Local
Finance Bureau by Mitsubishi Electric, Pioneer has confirmed that Mitsubishi
Electric has no problem with the payment for the Third-Party Allotment.
+--------------------------+--------+-+--------------------------+-------+
| Before the issuance | | After the issuance |
| (as of September 30, 2009) | | |
+-----------------------------------+-+----------------------------------+
| Sharp Corporation | 14.28% | | Sharp Corporation | 9.54% |
+--------------------------+--------+-+--------------------------+-------+
| The Master Trust | 5.12% | | The Master Trust | 3.42% |
| Bank of Japan, Ltd. | | | Bank of Japan, Ltd. | |
| (Trust Account) | | | (Trust Account) | |
+--------------------------+--------+-+--------------------------+-------+
| Japan Trustee | 3.85% | | Mitsubishi Electric | 3.18% |
| Services Bank, Ltd. | | | Corporation | |
| (Trust Account) | | | | |
+--------------------------+--------+-+--------------------------+-------+
| The Bank of | 3.08% | | Japan Trustee | 2.57% |
| Tokyo-Mitsubishi | | | Services Bank, Ltd. | |
| UFJ, Ltd. | | | (Trust Account) | |
+--------------------------+--------+-+--------------------------+-------+
| Mizuho Bank, Ltd. | 1.90% | | The Bank of | 2.06% |
| | | | Tokyo-Mitsubishi | |
| | | | UFJ, Ltd. | |
+--------------------------+--------+-+--------------------------+-------+
| Mizuho Trust & | 1.88% | | Mizuho Bank, Ltd. | 1.27% |
| Banking Co., Ltd., | | | | |
| Retirement Benefit | | | | |
| Trust (Mizuho Bank | | | | |
| Account) for the | | | | |
| Re-trust by the | | | | |
| Trustee of Trust & | | | | |
| Custody Services | | | | |
| Bank, Ltd. | | | | |
+--------------------------+--------+-+--------------------------+-------+
| Pioneer Employee | 1.81% | | Mizuho Trust & | 1.25% |
| Stock Ownership Plan | | | Banking Co., Ltd., | |
| | | | Retirement Benefit | |
| | | | Trust (Mizuho Bank | |
| | | | Account) for the | |
| | | | Re-trust by the | |
| | | | Trustee of Trust & | |
| | | | Custody Services | |
| | | | Bank, Ltd. | |
+--------------------------+--------+-+--------------------------+-------+
| Sumitomo Mitsui | 1.23% | | Pioneer Employee | 1.21% |
| Banking Corporation | | | Stock Ownership Plan | |
+--------------------------+--------+-+--------------------------+-------+
| Trust & Custody | 1.16% | | Sumitomo Mitsui | 0.82% |
| Services Bank, Ltd. | | | Banking Corporation | |
| (Securities | | | | |
| Investment Trust | | | | |
| Account) | | | | |
+--------------------------+--------+-+--------------------------+-------+
| Mitsui Life | 1.01% | | Trust & Custody | 0.77% |
| Insurance Company | | | Services Bank, Ltd. | |
| Limited | | | (Securities | |
| | | | Investment Trust | |
| | | | Account) | |
+--------------------------+--------+-+--------------------------+-------+
Notes:1.The above table is based on the register of shareholders as of September
30, 2009.
2.The above major shareholders and their shareholding ratios after the issuance
have been calculated by adding (i) the sum of (a) the maximum number of shares
offered in the International Offering (the maximum number of shares: 92,000,000
shares), (b) the maximum number of shares to be issued through the Third-Party
Allotment (the maximum number of shares to be newly issued: 10,000,000 shares)
and (c) the maximum number of shares to be issued through the Third-Party
Allotment to Mitsubishi Chemical (the maximum number of shares to be newly
issued: 2,400,000 shares) to (ii) the total number of issued shares as of
September 30, 2009.
3.Pioneer held treasury stocks at the ratio of 2.38% of its total issued shares
as of September 30, 2009, which are not included in the major shareholders set
forth above.
Pioneer believes that the issuance of shares through the Third-Party Allotment
will improve and strengthen Pioneer's financial situation and will contribute to
the medium- to long-term growth of, and the improvement of the profitability of
Pioneer. The Third-Party Allotment will have no impact on the consolidated
business forecasts for the year ending March 31, 2010, which was revised and
announced today. Pioneer will review and revise the medium-term business plan
with regard to the year ending March 31, 2011 and for subsequent years.
Pioneer is not required to obtain the opinion of an independent third party or
to confirm the intent of each shareholder concerning the Third-Party Allotment,
as provided for in Rule 432 of the Securities Listing Regulations by the Tokyo
Stock Exchange, Inc., since (i) the dilution rate of the Third-Party Allotment
is less than 25% and (ii) the Third-Party Allotment does not involve any change
in the controlling shareholder(s).
10.Business Results for and Equity Finance Executed in the Last Three Years
(1)Consolidated Business Results for the Last Three Years
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| | | Year ended/As of March 31 |
+---------------------------+-+-----------------------------------------------------------+
| | | 2007 | | 2008 | | 2009 |
| | | (U.S. | | (Japan | | (Japan |
| | | GAAP) | | GAAP) | | GAAP) |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Operating revenue | | 797,102 | | 774,477 | | 558,837 |
| (million yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Operating income | | 12,487 | | 9,216 | | (54,529) |
| (loss) | | | | | | |
| (million yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Ordinary profit | | - | | 12,428 | | (54,420) |
| (loss) | | | | | | |
| (million yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Net loss (million | | (6,761) | | (19,040) | | (130,529) |
| yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Net loss per share | | (38.76) | | (103.95) | | (636.68) |
| (yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Dividend per share | | 10.0 | | 7.5 | | 0 |
| (yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
| Net assets per share | | 1,537.22 | | 1,258.40 | | 538.98 |
| (yen) | | | | | | |
+---------------------------+-+-----------------+-+-------------------+-+-----------------+
Notes:1.Effective from the year ended March 31, 2009, Pioneer changed its
accounting principles for preparing consolidated financial statements from the
accounting principles generally accepted in the United States of America
(hereinafter the "U.S. GAAP") to the accounting principles generally accepted in
Japan (hereinafter the "Japan GAAP"). Therefore, the figures described above
for the year ended March 31, 2008 are figures reclassified in accordance with
the Japan GAAP. The figures described above for the year ended March 31, 2007
are figures that have already been prepared in accordance with the U.S. GAAP and
announced.
2.Operating revenue for the year ended March 31, 2007 is presented as operating
revenue in accordance with the U.S. GAAP, and operating income (loss) for the
year ended March 31, 2007 is presented as operating revenue in accordance with
the U.S. GAAP less cost of sales and selling, general and administrative
expenses. Ordinary profit (loss) for the year ended March 31, 2007 is not
presented, because, under the U.S. GAAP, there is no item corresponding to
ordinary profit (loss).
3.Net assets as of March 31, 2007 are presented as total shareholders' equity in
accordance with the U.S. GAAP. Net assets per share as of March 31, 2007 are
calculated by using total equity in accordance with the U.S. GAAP.
+---------------------------+-+-------------+-+------------+
| | | (As of December 31, 2009) |
+---------------------------+-+----------------------------+
| | | Number of | | Ratio to |
| | | shares | | total |
| | | | | number of |
| | | | | issued |
| | | | | shares |
+---------------------------+-+-------------+-+------------+
| Total number of issued | | 210,063,836 | | 100% |
| shares | | | | |
+---------------------------+-+-------------+-+------------+
| Number of dilutive shares | | 15,605,388 | | 7.42% |
+---------------------------+-+-------------+-+------------+
Note: Dilutive shares relate to stock acquisition rights and bonds with stock
acquisition rights, the exercise price of which has no maximum or minimum.
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
| | | (In yen) |
+---------+-+----------------------------------------------------------------------------------+
| | | Year ended March 31 |
+---------+-+----------------------------------------------------------------------------------+
| | | 2007 | | 2008 | | 2009 |
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
| Opening | | 1,940 | | 1,555 | | 980 |
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
| High | | 2,295 | | 1,837 | | 1,102 |
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
| Low | | 1,480 | | 722 | | 82 |
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
| Closing | | 1,540 | | 990 | | 129 |
+---------+-+-----------------+-+------------------------------------------+-+-----------------+
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| | | | | | | | | | | | | (In |
| | | | | | | | | | | | | yen) |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| | | 2009 | | | | | | | | | | 2010 |
| | |August | |September | |October | |November | |December | |January |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| Opening | | 276 | | 295 | | 201 | | 221 | | 238 | | 288 |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| High | | 328 | | 304 | | 253 | | 289 | | 320 | | 364 |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| Low | | 262 | | 211 | | 198 | | 220 | | 235 | | 263 |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
| Closing | | 300 | | 216 | | 231 | | 233 | | 286 | | 352 |
+---------+-+--------+-+-----------+-+---------+-+----------+-+----------+-+---------+
+---------+-+-------------------------+
| | | (In yen) |
+---------+-+-------------------------+
| | | February 8, 2010 |
+---------+-+-------------------------+
| Opening | | 387 |
+---------+-+-------------------------+
| High | | 390 |
+---------+-+-------------------------+
| Low | | 377 |
+---------+-+-------------------------+
| Closing | | 382 |
+---------+-+-------------------------+
+-------------------------+-+----------------------------------------+
| Issue date | | December 20, 2007 |
+-------------------------+-+----------------------------------------+
| Amount of funds | | 41,400,000,000 yen (approximate net |
| raised | | proceeds) |
+-------------------------+-+----------------------------------------+
| Issue price | | 1,385 yen per share |
+-------------------------+-+----------------------------------------+
| Total number of | | 180,063,836 shares |
| issued shares at | | |
| the time of | | |
| offering | | |
+-------------------------+-+----------------------------------------+
| Number of shares to | | 30,000,000 shares |
| be issued through | | |
| such offering | | |
+-------------------------+-+----------------------------------------+
| Total number of | | 210,063,836 shares |
| issued shares after | | |
| offering | | |
+-------------------------+-+----------------------------------------+
| Party to which | | Sharp Corporation |
| shares were | | |
| allotted | | |
+-------------------------+-+----------------------------------------+
| Use of the funds | | Working capital (funds for the |
| planned at the time | | alliance and joint developments with |
| of issuance | | Sharp Corporation) |
+-------------------------+-+----------------------------------------+
| Scheduled timing of | | At any time from December 2007 |
| expenditure at the | | |
| time of issuance | | |
+-------------------------+-+----------------------------------------+
| Current status of | | Application of the funds has been |
| application | | completed |
+-------------------------+-+----------------------------------------+
11.Terms and Conditions of Issuance
Note:Mitsubishi Electric will underwrite the shares to be offered in the
Third-Party Allotment in the amount obtained by dividing 2,500,000,000 yen by
the amount to be paid determined as described in (2) above (any fraction less
than 10,000 shares shall be rounded down). Shares that Mitsubishi Electric will
not underwrite will not be issued.
# # # # # #
For further information, please contact:
Hideki Okayasu
Senior Managing Director and Representative Director
Pioneer Corporation, Japan
Phone: +81-44-580-3211 / Fax: +81-44-580-4064
E-mail: pioneer_shr@post.pioneer.co.jp
IR Website: http://pioneer.jp/ir-e/
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFLLFTIAIII
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