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UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

______________________________________________________ 

) 

In the Matter of ) 

) 

PANASONIC CORPORATION, ) File No. 091 0050 

a corporation; )

 )

and )

) 

SANYO ELECTRIC CO., LTD., )

 a corporation. )

 ) 

AGREEMENT CONTAINING CONSENT ORDERS 

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Proposed Respondent Panasonic Corporation (“Panasonic”) of Proposed 

Respondent Sanyo Electric Co, Ltd. (“Sanyo”), hereinafter “Proposed Respondents,” and it now 

appearing that Proposed Respondents are willing to enter into this Agreement Containing 

Consent Orders (“Consent Agreement”) to divest certain assets and providing other relief; 

IT IS HEREBY AGREED by and between Proposed Respondents, their duly authorized 

officers and attorneys, and counsel for the Commission that: 

1. Proposed Respondent Panasonic Corporation is a corporation organized, existing and 

doing business under and by virtue of the laws of Japan, with its head office located at 

1006, Oaza Kadoma, Kadoma-shi, Osaka 571-8501, Japan. Panasonic Corporation of 

North America is a wholly-owned subsidiary with offices at 1 Panasonic Way, Secaucus, 

NJ 07094. 

2. Proposed Respondent Sanyo Electric Co., Ltd. is a corporation organized, existing and 

doing business under and by virtue of the laws of Japan, with its head office at 5-5, 

Keihan-Hondori 2-Chome, Moriguchi City, Osaka 570-8677, Japan. Sanyo North 

America Corporation is a wholly-owned subsidiary of Sanyo Electric Company, Ltd., 

with its principal place of business at 2055 Sanyo Ave., San Diego, CA 92145. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft Complaint 

here attached. 

4. Proposed Respondents waive: 

a. Any further procedural steps; 
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b. The requirement that the Commission’s Decision and Order and Order to 

Maintain Assets (“Orders”), both attached hereto and made a part hereof, contain 

a statement of findings of fact and conclusions of law; 

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Orders entered pursuant to this Consent Agreement; and 

d. Any claim under the Equal Access to Justice Act. 

5. Because there may be interim competitive harm, the Commission may issue its 

Complaint and the Order to Maintain Assets in this matter at any time after it accepts this 

Consent Agreement for public comment. 

6. Not later than thirty (30) days after this Consent Agreement is signed by the Proposed 

Respondents, each Proposed Respondent shall submit an initial report, pursuant to 

Section 2.33 of the Commission Rules, 16 C.F.R. §2.33. Each Proposed Respondent 

shall also submit subsequent reports every thirty (30) days thereafter until the Order to 

Maintain Assets becomes final, at which time the reporting obligations contained in the 

Order to Maintain Assets (other than the requirement to submit an initial report pursuant 

to this Consent Agreement) shall control. Such reports shall be signed by each Proposed 

Respondent and set forth in detail the manner in which such Proposed Respondent has 

complied and will comply with the Orders. Such reports will not become part of the 

public record unless and until this Consent Agreement and the Decision and Order are 

accepted by the Commission for public comment. 

7. In each of the reports described above, each Proposed Respondent shall provide sufficient 

information and documentation to enable the Commission to determine independently 

whether the Proposed Respondent is in compliance with the Consent Agreement and each 

of the Orders. All reports shall be verified by a notarized signature or sworn statement of 

Proposed Respondent, or self-verified in a manner set forth in 28 U.S.C. §1746. Section 

2.41(a) of the Commission’s Rules of Practice requires that an original and two copies of 

all compliance reports be filed with the Commission. Each Proposed Respondent shall 

file an original report and one copy with the Secretary of the Commission, and shall send 

at least one copy directly to the Bureau of Competition’s Compliance Division. 

8. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it will be placed on the public record for a period of thirty (30) days 

and information in respect thereto publicly released. The Commission thereafter may 

either withdraw its acceptance of this Consent Agreement and so notify Proposed 

Respondents, in which event it will take such action as it may consider appropriate, or 

issue or amend its Complaint (in such form as the circumstances may require) and issue 

its Decision and Order, in disposition of the proceeding. 

9. This Consent Agreement is for settlement purposes only and does not constitute an 
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admission by Proposed Respondents that the law has been violated as alleged in the draft 

Complaint here attached, or that the facts as alleged in the draft Complaint, other than 

jurisdictional facts, are true. 

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (a) issue and serve its Complaint corresponding in form and substance 

to the draft Complaint here attached, (b) issue and serve its Order to Maintain Assets, and 

(c) make information public with respect thereto. If such acceptance is not subsequently 

withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 

C.F.R. §2.34, the Commission may, without further notice to Proposed Respondents, 

issue the attached Decision and Order containing an order to divest and providing for 

other relief in the disposition of the proceeding. 

11. When final, the Orders shall have the same force and effect and may be altered, modified 

or set aside in the same manner and within the same time as provided by statute for other 

orders. The Orders shall become final upon service. Delivery of the Complaint and the 

Orders to Proposed Respondents by any means provided in Commission Rule 4.4(a), 16 

C.F.R. § 4.4(a)—including without limitation, delivery to an office within the United 

States of Counsel for each Respondent listed on this Consent Agreement—shall 

constitute service. Each Proposed Respondent waives any rights it may have to any other 

manner of service. Each Proposed Respondent also waives any right it may otherwise 

have to service of any Appendices attached or incorporated by reference into the 

Decision and Order, if Proposed Respondent is already in possession of copies of such 

Appendices, and agrees that it is bound to comply with and will comply with the Orders 

to the same extent as if it had been served with copies of such Appendices. 

12. The Complaint may be used in construing the terms of the Orders, and no agreement, 

understanding, representation, or interpretation not contained in the Orders, or the 

Consent Agreement may be used to vary or contradict the terms of the Orders. 

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can accomplish the full relief contemplated by the attached Orders and that all 

parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief 

contemplated by this Consent Agreement are parties to this Consent Agreement and are 

bound thereby as if they had signed this Consent Agreement and were made parties to 

this proceeding and to the Decision and Order. 

14. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

each Divestiture Agreement(s) (as defined in the Decision and Order) that has been 

submitted to the Commission at the time of this Consent Agreement for approval by the 

Commission in connection with the Commission’s determination to make the Decision 

and Order final comports with all of the relevant requirements of the Decision and Order 

and requires Proposed Respondents to divest all assets required to be divested, and 

convey all licenses required to be conveyed, pursuant to the relevant requirements of the 

Decision and Order. 
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15. Proposed Respondents agree that they shall interpret each Divestiture Agreement in a 

manner that is fully consistent with all of the relevant provisions and remedial purposes 

of the Decision and Order. 

16. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and 

the Order to Maintain Assets. Proposed Respondents understand that once the Orders 

have been issued, they will be required to file one or more compliance reports showing 

that they have fully complied with the Orders. 

17. Proposed Respondents agree to comply with the terms of the proposed Decision and 

Order and Order to Maintain Assets from the date they sign this Consent Agreement. 

Proposed Respondents further understand that they may be liable for civil penalties in the 

amount provided by law for each violation of the Orders after they become final. 
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PANASONIC CORPORATION

By: ______________________________ 

Takahiro Mori 

Executive Vice President and Member 

of the Board 

Panasonic Corporation 

Date: ______________ 

______________________________ 

Ann Malester 

Weil, Gotshal & Manges LLP 

Counsel for Panasonic Corporation 

SANYO ELECTRIC CO., LTD

By: ______________________________ 

Koichi Maeda 

Executive Director and Executive Vice 

President 

Sanyo Electric Co., Ltd. 

Date: _______________ 

______________________________ 

Arman Y. Oruc 

Simpson Thacher & Bartlett LLP 

Counsel for Sanyo Electric Co., Ltd. 

FEDERAL TRADE COMMISSION

By: ______________________________ 

Brendan J. McNamara 

Attorney 

Bureau of Competition 

APPROVED:

______________________________ 

Michael R. Moiseyev 

Assistant Director 

Bureau of Competition 

______________________________ 

Richard A. Feinstein 

Director 

Bureau of Competition 

Date: _______________ 

______________________________ 

Peter J. Levitas 

Deputy Director 

Bureau of Competition 

Date: __________________________