TIDM35SV TIDMMCH
RNS Number : 8827G
Pioneer Corporation
09 February 2010
For Immediate Release
February 9, 2010
Pioneer Announces Business Alliance with Mitsubishi Chemical 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:
(i) enter into a final agreement in connection with the capital alliance with
Mitsubishi Chemical Corporation (hereinafter "Mitsubishi Chemical"); and (ii)
issue new shares through the third-party allotment to Mitsubishi Chemical
(hereinafter the "Third-Party Allotment") in order to smoothly form a business
alliance with respect to organic light emitting diode (hereinafter "OLED")
lighting. In connection with this, Pioneer held discussions with Mitsubishi
Chemical on cooperation mainly in the development of OLED lighting. Further
details are provided below.
Furthermore, Pioneer and Mitsubishi Chemical also jointly announced the
aforementioned business and capital alliance today. Accordingly, please also see
the announcement "Mitsubishi Chemical and Pioneer Concluded Business and Capital
Alliance Agreement on Organic Light Emitting Diode (OLED) Lighting", which was
released today.
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 the third-party allotment to Mitsubishi Electric Corporation
(hereinafter the "Third-Party Allotment to Mitsubishi Electric"). For the
details thereof, please see the announcements "Pioneer Announces Issuance of New
Shares" and "Pioneer Announces Strengthening of Business Alliance with
Mitsubishi Electric 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. Business Alliance
1. Purpose of and Reason for the Business Alliance
Pioneer and Mitsubishi Chemical have pursued cross-industrial cooperation; for
example, in 2002, we have participated in a comprehensive and integrative
industry-academia partnership in which Kyoto University played a central role.
As one example of the results of such cross-industrial cooperation, last year,
in connection with wet-coating type OLED elements (a method used to form OLED
elements by applying organic material by way of ink printing), Pioneer and
Mitsubishi Chemical used their respective strengths and cooperated to achieve
world-leading research results.
Under the current situation in which CO2 reduction has become a global issue,
energy-efficient electric equipment and electronic devices are necessary. In
the field of lighting, a highly-efficient light source that replaces traditional
incandescent bulbs is also desired. In order to apply the result of the
aforementioned jointly developed wet-coating type OLED elements to the field of
lighting, Pioneer has decided to form a business alliance with Mitsubishi
Chemical. Hereafter, Pioneer and Mitsubishi Chemical will use their resources
on an integrated basis for the practical application of the aforementioned
jointly developed wet-coating type OLED elements, and will promote its
development and consider its commercialization.
2. Details of the Business Alliance
Pioneer and Mitsubishi Chemical will jointly develop and consider the
commercialization of wet-coating type OLED lighting through the business
alliance announced herein. The details thereof will be discussed at a later
time between Pioneer and Mitsubishi Chemical.
3. Outline of Mitsubishi Chemical
Please see "II. Issuance of New Shares Through Third-Party Allotment - 6. Reason
for Selecting Mitsubishi Chemical and Other Related Matters - (1) Outline of
Mitsubishi Chemical" below for an outline of Mitsubishi Chemical, the business
alliance partner.
4. Future Prospects
The 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 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) Issue Date | | The issue date will be a date within the |
| | | period from 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) Number of Shares | | 2,400,000 shares of common stock (Note |
| to Be Newly Issued | | 1) |
+----------------------+----------+------------------------------------------+
| (3) Method of | | The amount to be paid shall be the same |
| Determining the | | price as the issue price (offer price) |
| Amount to Be Paid | | of new shares to be offered in the |
| | | International Offering, 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) Amount of Funds | | 912,800,000 yen (estimated net proceeds |
| to Be Raised | | calculated based on the closing price of |
| | | the shares of common stock of Pioneer on |
| | | the First Section of the Tokyo Stock |
| | | Exchange, Inc. as of February 8, 2010) |
| | | (Note 2) |
+----------------------+----------+------------------------------------------+
| (5) Method of | | Third-party allotment |
| Offering or | | |
| Allotment | | (Mitsubishi Chemical Corporation) |
| (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 Chemical will underwrite the shares to be offered in the
amount obtained by dividing 600,000,000 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 Chemical 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 Chemical underwrites all the shares to be
offered. In fact, as Mitsubishi Chemical will underwrite the shares as
described in Note 1, the maximum aggregate amount to be paid will be 600,000,000
yen. In such case, the estimated net proceeds will be 597,420,000 yen.
2. Purpose of and Reason for the Issuance of New Shares Through Third-Party Allotment
As described in I. 1. above, Pioneer and Mitsubishi Chemical have pursued
cross-industrial cooperation. As one outcome of such cross-industrial
cooperation, last year, Pioneer and Mitsubishi Chemical achieved world-leading
research results for wet-coating type OLED elements.
Under the current situation in which CO2 reduction is a global issue, a
highly-efficient light source that replaces traditional incandescent bulbs is
desired in the field of lighting. Therefore, in order to apply the result of
the joint development of wet-coating type OLED elements to the field of
lighting, Pioneer has determined to form a business alliance with Mitsubishi
Chemical, and in order to promote the further strengthening of such business
alliance, Pioneer has determined to issue new shares through a third-party
allotment to Mitsubishi Chemical.
3. Amount, Use and Scheduled Timing of Expenditure of Funds to Be Raised
(1) Amount of Funds to Be Raised
+------------------------------+------------------+
| Aggregate amount to be paid: | 916,800,000 yen |
+------------------------------+------------------+
| Estimated costs of issuance | 4,000,000 yen |
| (Note 1): | |
+------------------------------+------------------+
| Estimated net proceeds: | 912,800,000 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 Chemical underwrites all the shares to be offered described in 1. (2)
above. In fact, Mitsubishi Chemical will underwrite the shares to be offered in
the Third-Party Allotment in the amount obtained by dividing 600,000,000 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 600,000,000 yen. Accordingly, the actual
maximum estimated costs of issuance and the maximum estimated net proceeds will
be 2,580,000 yen and 597,420,000 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 as working
capital for the business alliance with Mitsubishi Chemical, including as funds
for the joint development with Mitsubishi Chemical of the wet-coating type OLED
lighting. 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 of the business alliance with Mitsubishi
Chemical, 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 total number of shares to be newly issued through the Third-Party Allotment
and the Third-Party Allotment to Mitsubishi Electric 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 Chemical Corporation |
+--------+----------------+----+-------------------------------------------------------+
| (ii) | Location | | 14-1, Shiba 4-chome, Minato-ku, Tokyo, Japan |
+--------+----------------+----+-------------------------------------------------------+
| (iii) | Representative | | Yoshimitsu Kobayashi |
| | | | Representative Director, Member of the Board, |
| | | | President & CEO |
+--------+----------------+----+-------------------------------------------------------+
| (iv) | Principal | | Manufacture and distribution of chemical products |
| | businesses | | |
+--------+----------------+----+-------------------------------------------------------+
| (v) | Stated | | 50,000 million yen |
| | capital | | |
+--------+----------------+----+-------------------------------------------------------+
| (vi) | Date of | | June 1, 1950 |
| | incorporation | | |
+--------+----------------+----+-------------------------------------------------------+
| (vii) | Total number | | 2,177,675,032 shares |
| | of issued | | |
| | shares | | |
+--------+----------------+----+-------------------------------------------------------+
| (viii) | Fiscal year | | March 31 |
| | end | | |
+--------+----------------+----+-------------------------------------------------------+
| (ix) | Number of | | 28,324 (consolidated) |
| | employees | | |
+--------+----------------+----+-------------------------------------------------------+
| (x) | Major | | Mitsubishi Corporation |
| | business | | Nisshin Steel Co., Ltd. |
| | partners | | |
+--------+----------------+----+-------------------------------------------------------+
| (xi) | Major | | The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
| | transaction | | Mitsubishi UFJ Trust and Banking Corporation |
| | banks | | |
+--------+----------------+----+-------------------------------------------------------+
| (xii) | Major | | Mitsubishi Chemical Holdings Corporation | 100% |
| | shareholders | | | |
| | and their | | | |
| | shareholding | | | |
| | ratio | | | |
+--------+----------------+----+------------------------------------------------+------+
| (xiii) | Relationship | | Capital | | Not applicable |
| | between | | relationship | | |
| | Pioneer and | | | | |
| | Mitsubishi | | | | |
| | Chemical | | | | |
+ + +----+---------------+-+-------------------------------------+
| | | | Personnel | | Not applicable |
| | | | relationship | | |
+ + +----+---------------+-+-------------------------------------+
| | | | Business | | Not applicable |
| | | | relationship | | |
+ + +----+---------------+-+-------------------------------------+
| | | | Related party | | Not applicable |
| | | | relationship | | |
+--------+----------------+----+---------------+-+-------------------------------------+
| (xiv) | Consolidated results of operations and financial condition for the |
| | last three years |
+--------+-----------------------------------------------------------------------------+
| | | | Year ended/As of March 31 |
+--------+----------------+----+-------------------------------------------------------+
| | | 2007 | | 2008 | | 2009 |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Net sales | | 2,410,879 | | 2,544,169 | | 2,216,881 |
| (million yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Operating income | | 89,263 | | 67,456 | | (63,227) |
| (loss) (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Ordinary profit | | 107,801 | | 72,269 | | (70,988) |
| (loss) (million | | | | | | |
| yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Net income (loss) | | 243,183 | | 30,847 | | (65,467) |
| (million yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Net income (loss) | | 111.67 | | 14.16 | | (30.06) |
| per share (yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Dividend per share | | 98.69 | | 30.94 | | 1.35 |
| (yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Net assets | | 600,988 | | 515,210 | | 351,208 |
| (million yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Total assets | | 2,179,675 | | 1,870,051 | | 1,764,978 |
| (million yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| Net assets per | | 256.39 | | 219.33 | | 144.34 |
| share (yen) | | | | | | |
+-------------------------+----+--------------------+-+--------------+-+---------------+
| | | | | | | | | | | |
+--------+----------------+----+---------------+-+--+-+--------------+-+--------+------+
Notes:1.Stated capital, total number of issued shares, number of employees, and
major shareholders and their shareholding ratio above are as of September 30,
2009.
2.Pioneer has confirmed that Mitsubishi Chemical, directors and officers or
shareholders of Mitsubishi Chemical have no relationship with any organized
crime syndicates, and submitted a written confirmation to the Tokyo Stock
Exchange, Inc.
As described in I. 1. above, Pioneer and Mitsubishi Chemical have decided to
form a business alliance with respect to the OLED lighting. In order to
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 Chemical as the party to which shares will be allotted
through the Third-Party Allotment.
Pioneer has confirmed that Mitsubishi Chemical intends to hold the new shares to
be allotted for the medium- and long-term.
In addition, Pioneer will request of Mitsubishi Chemical a written confirmation
agreeing and/or acknowledging that, if Mitsubishi Chemical assigns all or a part
of the new shares to be allotted within two years of the closing date, (i)
Mitsubishi Chemical 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 Chemical 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 24, 2009; an amendment thereof was filed on August 5,
2009) and the latest Quarterly Report (filed on November 12, 2009; an amendment
thereof was filed on January 22, 2010) that were filed with the Director-General
of the Kanto Local Finance Bureau by Mitsubishi Chemical, Pioneer has confirmed
that Mitsubishi Chemical 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 Bank of | 5.12% | | The Master Trust Bank of | 3.42% |
| Japan, Ltd. (Trust | | | Japan, Ltd. (Trust | |
| Account) | | | Account) | |
+--------------------------+--------+-+--------------------------+-------+
| Japan Trustee Services | 3.85% | | Mitsubishi Electric | 3.18% |
| Bank, Ltd. (Trust | | | Corporation | |
| Account) | | | | |
+--------------------------+--------+-+--------------------------+-------+
| The Bank of | 3.08% | | Japan Trustee Services | 2.57% |
| Tokyo-Mitsubishi UFJ, | | | Bank, Ltd. (Trust | |
| Ltd. | | | Account) | |
+--------------------------+--------+-+--------------------------+-------+
| Mizuho Bank, Ltd. | 1.90% | | The Bank of | 2.06% |
| | | | Tokyo-Mitsubishi UFJ, | |
| | | | Ltd. | |
+--------------------------+--------+-+--------------------------+-------+
| Mizuho Trust & Banking | 1.88% | | Mizuho Bank, Ltd. | 1.27% |
| Co., Ltd., Retirement | | | | |
| Benefit Trust (Mizuho | | | | |
| Bank Account) for the | | | | |
| Re-trust by the Trustee | | | | |
| of Trust & Custody | | | | |
| Services Bank, Ltd. | | | | |
+--------------------------+--------+-+--------------------------+-------+
| Pioneer Employee Stock | 1.81% | | Mizuho Trust & Banking | 1.25% |
| Ownership Plan | | | Co., Ltd., Retirement | |
| | | | Benefit Trust (Mizuho | |
| | | | Bank Account) for the | |
| | | | Re-trust by the Trustee | |
| | | | of Trust & Custody | |
| | | | Services Bank, Ltd. | |
+--------------------------+--------+-+--------------------------+-------+
| Sumitomo Mitsui Banking | 1.23% | | Pioneer Employee Stock | 1.21% |
| Corporation | | | Ownership Plan | |
+--------------------------+--------+-+--------------------------+-------+
| Trust & Custody Services | 1.16% | | Sumitomo Mitsui Banking | 0.82% |
| Bank, Ltd. (Securities | | | Corporation | |
| Investment Trust | | | | |
| Account) | | | | |
+--------------------------+--------+-+--------------------------+-------+
| Mitsui Life Insurance | 1.01% | | Trust & Custody Services | 0.77% |
| Company Limited | | | Bank, Ltd. (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: 2,400,000 shares)
and (c) the maximum number of shares to be issued through the Third-Party
Allotment to Mitsubishi Electric (the maximum number of shares to be newly
issued: 10,000,000 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 (loss) | | 12,487 | | 9,216 | | (54,529) |
| (million yen) | | | | | | |
+---------------------------+-+------------+-+------------+-+------------+
| Ordinary profit (loss) | | - | | 12,428 | | (54,420) |
| (million yen) | | | | | | |
+---------------------------+-+------------+-+------------+-+------------+
| Net loss (million yen) | | (6,761) | | (19,040) | | (130,529) |
+---------------------------+-+------------+-+------------+-+------------+
| Net loss per share (yen) | | (38.76) | | (103.95) | | (636.68) |
+---------------------------+-+------------+-+------------+-+------------+
| Dividend per share (yen) | | 10.0 | | 7.5 | | 0 |
+---------------------------+-+------------+-+------------+-+------------+
| 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 raised | | 41,400,000,000 yen (approximate net |
| | | proceeds) |
+-------------------------+-+----------------------------------------+
| Issue price | | 1,385 yen per share |
+-------------------------+-+----------------------------------------+
| Total number of issued | | 180,063,836 shares |
| shares at the time of | | |
| offering | | |
+-------------------------+-+----------------------------------------+
| Number of shares to be | | 30,000,000 shares |
| issued through such | | |
| offering | | |
+-------------------------+-+----------------------------------------+
| Total number of issued | | 210,063,836 shares |
| shares after offering | | |
+-------------------------+-+----------------------------------------+
| Party to which shares | | Sharp Corporation |
| were allotted | | |
+-------------------------+-+----------------------------------------+
| Use of the funds | | Working capital (funds for the |
| planned at the time of | | alliance and joint developments with |
| 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 Chemical will underwrite the shares to be offered in the
Third-Party Allotment in the amount obtained by dividing 600,000,000 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 Chemical 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
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