The proposed Share Exchange agreement undervalues your PanaHome shares by over 50%. It is time to Protect PanaHome's shareholders from this deal!
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How you can help

  • Ensure that your shares in PanaHome are held under your name, such as in a custody account, so that you are eligible to vote
  • Ensure that your shares in PanaHome are held under your name so that you are eligible to attend the AGM and have your voice heard.
  • Vote NO to the merger at the AGM
  • Write a letter to Panasonic and PanaHome deploring the takeover price by clicking <here>
  • Pursue legal rights again PanaHome directors individually

If you are interested in participating / learning more, please contact us at legal@oasiscm.com 

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Solely for your reference purposes, we have provided a sample form of a letter of a shareholder (in Japanese and English ) to Panahome expressing the shareholder’s dissenting view in response to the Share Exchange.  This view should be expressed through both a letter and email to PanaHome.

This expression of (a) a dissenting view before the AGM and (b) exercise of voting rights against the proposal at the AGM are both legally required if the shareholders who are not happy with the proposed Share Exchange Ratio want to seek a better share exchange ratio after the Share Exchange Ratio is approved in the shareholder meeting. Those shareholders who took these actions (a) and (b) are entitled to negotiate with Panahome to exchange their Panahome shares against Panasonic Shares at a “Fair Price (Fair Ratio)” and, if Panahome does not change its mind and tries to justify the proposed Share Exchange Ratio, the shareholders are further entitled to seek a court’s judicial review of the fairness of the proposed Share Exchange Ratio in their favor.

The dissenting view mentioned in (a) can also be expressed by the shareholders sending a written vote against the proposed Share Exchange to Panahome at the time of the shareholders meeting.

However, the written vote will not describe the reason why the shareholders are dissenting to the proposed Share Exchange. It does not give the shareholders an opportunity to express the shareholders’ dissapointment, frustration and dissatisfaction about the Share Exchange Ratio determined in favor of the parent company at the expense of the minority shareholders’ economic interests.

For this reason, Oasis encourages minority shareholder to join its campaign to express dissenting view to the proposed Share Exchange Ratio by a letter or an e-mail in advance of the shareholder meeting.

Oasis currently believes that if the minority shareholders of Panahome are better educated about the “unfair” nature of the proposed Share Exchange Ratio determined in favor of Panasonic and their statutory rights to seek a fair price, there is a good chance that Oasis and other minority shareholders dissenting to the proposed Share Exchange Ratio successfully reject the proposed Share Exchange in the Shareholder meeting with a dissenting voting of one third or more of the voting shares at present.  

However, Oasis also believes it sensible for minority shareholders to reserve their legal ability to pursue the opportunity to seek a fair share exchange ratio if the Share Exchange proposal were approved in the shareholders meeting.

In addition, Oasis also believes that if a large increasing number of shareholders who express dissenting view to the Share Exchange Ratio join the minority shareholders’ campaign to express the dissenting view, it would strongly encourage other quiet shareholders to wake up and join the campaign to vote AGAINST the proposed Share Exchange for the protection of the minority shareholders in the shareholders meeting. It would result in the denial of the Share Exchange proposal by the dissenting minority shareholders constituting the majority of the minority shareholders having voting shares of more than one third at present in the shareholders meeting.