Leo Lewis, Asia Business Correspondent
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Panasonic has triumphed in its 800 billion yen (£5.9 billion) bid to acquire the rival Sanyo Electric after seducing Goldman Sachs with a derisory deal-sweetener — a ¥1-a-share advance on its most recent offer.
The transaction, which will create Japan's biggest consumer electronics conglomerate and give Panasonic control of Sanyo's leading-edge battery and solar-panel businesses, comes after weeks of wrangling with the company's three largest shareholders, a trio that includes two Japanese banks and Goldman Sachs.
Panasonic's bid for Sanyo — a deal that senior management once said it “wanted so badly we can taste it” — hinged on the three-way decision of those banks. When they hauled Sanyo back from the precipice of failure two years ago, they were left with preferred shares that, when converted into ordinary shares, would represent a combined 70 per cent stake in Sanyo.
Just a fortnight ago, when it appeared that Sumitomo Mitsui and Daiwa Securities were prepared to accept Panasonic's raised offer of ¥130 a share, Goldman Sachs left the negotiating table, slamming Panasonic's offer as “unfair” on shareholders.
Those objections now appear to have evaporated in the face of the offer of ¥131 a share tabled by Panasonic on Wednesday, an offer that was accepted within days of Goldman Sachs announcing its first quarterly loss, of more than $2 billion (£1.32 billion), since going public nine years ago.
Goldman Sachs's original 2006 investment in the Sanyo bailout deal was worth about ¥125 billion. Under the revised terms, Panasonic will pay ¥234 billion for that stake.
Although, during negotiations, the Wall Street bank did not publicly specify an offer price that it thought might represent fair value for Sanyo, sources close to the discussions said that Goldman Sachs may have entertained visions of squeezing about ¥170 a share from Panasonic.
The new offer is below Sanyo's current market price and the decision to accept it at those levels hints at Goldman Sachs's weakening hand at the negotiating table as Sanyo's growth prospects diminish in the slump.
The timing and suddenness of Goldman's capitulation also highlights the severe deterioration in Japanese export strength and the financial damage that electronics companies are suffering from the soaring yen, Tokyo brokers said.
With only slim prospects of the yen going back to its former levels in the near future, many Japanese exporters have begun issuing dire warnings of losses in the first half of next year.
Panasonic is one of a number of groups forced to issue a profit warning as US, European and Asian consumers lose their appetite for white goods, widescreen TVs and gadgetry.
— The Japanese Government is planning to resurrect one of the most awesome weapons in its financial arsenal — a state-backed share-buying machine with a ¥20 trillion budget.
It could rumble into action early next year to “stabilise” falling markets by buying the worst-hit stocks held in the portfolios of Japan's biggest banks.
The gambit has been tried before — it was known as the Banks' Shareholdings Acquisition Corporation (BSAC) — but never on anything approaching the scale now proposed. The banks own about 4.7 per cent of the Japanese stock market. The ¥20 trillion at the disposal of the state purchasing entity represents 7 per cent of the market capitalisation of the Tokyo Stock Exchange's First Section.
The BSAC was created in 2002 at the height of Japan's bad-loans crisis and with the financial system in danger of collapse. Much of the crisis arose from the huge portfolios of stocks held by Japan's major banks, which meant that every time the market fell, the capital adequacy ratios of the banks were badly dented.
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