COMMISSIONERS: 

In the Matter of 

PUBLIC VERSION 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

Edith Ramirez, Chairwoman 

Julie Brill 

Maureen Ohlhausen 

Joshua Wright 

Terrell McSweeny 

ORIGINAL 

MAY 1 4 Z015 

5£1LiSl?? 

PANASONIC CORPORATION, 

a corporation; 

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) 

Docket No. C-4274 

and 

SANYO ELECTRIC CO., LTD., 

a corporation. 

PETITION OF PANASONIC CORPORATION AND SANYO ELECTRIC CO., LTD. 

FOR APPROVAL OF SALE OF ASSETS TO FDK CORPORATION 

Pursuant to Section 2.41(f) of the Federal Trade Commission ("Commission") 

Rules ofPractice and Procedure, 16 C.F.R. § 2.4l(f), and Paragraph II.U ofthe Decision and 

Order issued by the Commission in the above referenced matter (the "Order"), Respondents 

Panasonic Corporation ("Panasonic") and Sanyo Electric Co., Ltd. ("Sanyo") hereby petition the 

Commission to approve the sale by San yo of certain assets related to the manufacture of Sub-C 

Portable NiMH Battery Products (the "Assets") to FDK Corporation ("FDK").

1 The Assets will 

be transferred by Sanyo to FDK pursuant to an Equipment Sales Agreement (the "Sales 

Agreement") in a manner that complies fully with the Order? 

1 Capitalized terms not otherwise defined herein have the meaning set forth in the Order. 

2 The Sales Agreement is attached as Exhibit A. A list ofthe Assets is set forth in Exhibit 1 to 

the Sales Agreement. 
PUBLIC VERSION 

The proposed sale of the Assets to FDK will accomplish the purpose and 

objectives of the Order. Pursuant to the Order, Sanyo has beenmanufacturing Sub-C and D 

Portable NiMH Battery Products at its Suzhou facility and selling them on an exclusive basis to 

FDK pursuant to the Suzhou Sub-C and D NiMH Battery Agreement. The Suzhou Sub-C and D 

NiMH Battery Agreement was part of a broader divestiture package of Sanyo's assets relating to 

the manufacture and sale of portable NiMH batteries to FDK. The Sales Agreement will further 

ensure that FDK remains a viable and independent competitor by severing the supply 

relationship between Sanyo and FDK, and enabling FDK to manufacture Sub-C NiMH batteries 

at FDK's own facility in Japan. 3 In addition to the transfer of the Assets, Sanyo has committed 

to provide FDK, if requested, with technical training on the operation ofthe Assets. 

For the reasons set forth above, and as explained in greater detail below, 

Respondents respectfully request that the Commission approve the proposed sale of the Assets to 

FDK. 

I. Background 

On December 19, 2008, Panasonic announced its intention to commence a cash 

tender offer to acquire a majority of the voting securities of Sanyo. The FTC filed a complaint 

on November 23, 2009, alleging that the proposed transaction, if consummated, would violate 

Section 7 of the Clayton Act, as amended, and Section 5 of the Federal Trade Commission Act, 

as amended, by lessening competition in the market for portable NiMH batteries. On November 

11, 2009, Panasonic and Sanyo executed an Agreement Containing Consent Order that included 

3 FDK has elected not to acquire the equipment to make 0:-size portable NiMH batteries. At the 

time of Panasonic's acquisition of Sanyo, only Sanyo, and not Panasonic, manufactured D-size 

portable NiMH batteries. Thus, FDK's choice not to acquire the D-size manufacturing 

equipment does not diminish any competition between Respondents and FDK. 

2 
PUBLIC VERSION 

the Order to settle the Commission's allegations. On January 8, 2010, the Commission issued 

the Order as final. 

Pursuant to Paragraph II.A of the Order, and in accordance with the FDK 

Acquisition Agreements, Respondents divested Sanyo's assets relating to the manufacture and 

sale ofP01table NiMH Battery Products to FDK, consisting primarily ofSanyo's Portable NiMH 

Battery Products manufacturing facility in Takasaki, Japan. The Takasaki plant is a premier 

manufacturing facility for Portable NiMH Battery Products, and at the time ofthe divestiture, 

produced approximately 30% of the portable NiMH batteries worldwide.4 The Order required 

Sanyo to supply to FDK Sub-C and D portable NiMH batteries, which were the only sizes of 

Sanyo's portable NiMH batteries that were not produced at the Takasaki facility, and which 

accounted for only a tiny fraction of Sanyo's overall portable NiMH sales.5 The Order also 

required access to certain key San yo employees, and the transfer of all San yo intellectual 

property necessary to make and sell portable NiMH batteries.6 FDK was granted the right to 

determine, subject to certain limitations, the volume and specifications for the production of 

Portable NiMH Battery Products in sizes Sub-C and D at the Suzhou facility, and to acquire all 

such products produced at the facility.7 

Respondents commenced supply of Sub-C and D NiMH batteries from the 

Suzhou facility to FDK in January 2010. Since that time, Respondents have supplied Sub-C and 

4 Analysis of Agreement Containing Consent Orders to Aid Public Comment, In the Matter of 

Panasonic Corporation and Sanyo Electric Co., Ltd., File No. 091-0050, p. 3. 

5 Id.; Order,~ II.G. 

6 Id.; Order,~ ll.G. 

7 Id.; Order,~ II.G. 

3 
PUBLIC VERSION 

D batteries to FDK pursuant to the Suzhou Sub-C and D NiMH Battery Agreement. -

II. The Proposed Transaction 

In August 2014, FDK contacted Respondents and proposed that FDK acquire the 

Assets. FDK indicated to Sanyo that while the manufacturing and sales arrangement between 

the parties pursuant to the Suzhou Sub-C and D NiMH Battery Agreement had been satisfactory, 

FDK would now prefer to purchase the Assets and continue to manufacture portable NiMH 

batteries at its own facility in Japan. FDK has elected not to acquire the equipment necessary to 

manufacture D-size portable NiMH batteries. 8 

On March 20, 2015, Sanyo and FDK, along with Sanyo Energy (Suzhou) Co., Ltd. 

("Sanyo Suzhou") and i-Logistics (Shanghai) Corp. ("i-Logistics"), a subsidiary ofltochu 

Logistics Corp., entered into the Sales Agreement. 

8 The Assets may be used to manufacture Sub-C portable NiMH batteries, but collectively do not 

enable the manufacture ofD-size portable NiMH batteries. 

9 Sales Agreement, Article 2.2. The Sales Agreement is structured as two distinct sales: Sanyo 

Suzhou first sells the Assets to i-Logistics, which then ships, delivers and sells the Assets to FDK. 

The transaction has been structured in this manner in light of the regulatory and other 

complexities in exporting used manufacturing equipment from China to other countries. !-

Logistics is required to sell the equipment to FDK, and is expressly prohibited from disposing of 

the sold equipment in any other manner, including selling the equipment to other purchasers. 

(Article 1 ). 

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PUBLIC VERSION 

0 Sanyo Suzhou has also agreed to provide technical training to FDK on the use of the 

Assets. 11 The Sales Agreement is conditioned upon a grant of approval by the Commission 

pursuant to Paragraph II.U ofthe Order. 12 

The transfer of the assets from Sanyo to FDK does not raise any competition 

concerns. The transaction involves only the assets related to the manufacture of the Sub-C 

Portable NiMH Battery Products that Sanyo has been selling to FDK pursuant to the Suzhou 

Sub-C and D NiMH Battery Agreement. The transaction does not involve the sale of any 

competing products and thus will have no effect on market shares or market concentration with 

respect to Portable NiMH Battery Products. The transaction is an improvement of the status quo 

insofar as FDK will no longer need to rely on a competitor for its supply of Portable NiMH 

Battery Products. San yo is selling all of the equipment at the Suzhou facility that has been 

requested by FDK. The transfer of the Assets is consistent with the FTC's policy oflimiting 

ongoing commercial dealings between the parties to a divestiture. FDK will be able to integrate 

the Assets into its existing Portable NiMH Battery Products production and be positioned to 

continue its competition in the market for portable NiMH batteries. 

III. Request for Confidential Treatment 

11 Article 6. 

12 Article 10.1(8) and 12. 

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PUBLIC VERSION 

This petition, including Exhibit A, contains certain confidential and competitively 

sensitive business information. Disclosure of such information may prejudice FDK, and cause 

harm to the competitiveness of its Portable NiMH Battery Products business. Pursuant to 

Sections 2.41(f)(4) and 4.9(c) of the Commission's Rules ofPractice and Procedure, 16 C.F.R. 

§§ 2.41(f)(4), 4.9(c), Respondents have redacted such information from the public version of this 

petition, and request confidential treatment for such information under Section 4.10(a)(2) ofthe 

Commission's Rules ofPractice and Procedure, 16 C.F.R. § 4.10(a)(2), and Sections 552(b)(4) 

and (b)(7) of the Freedom oflnfonnation Act, 5 U.S.C. §§552(b)(4), 552 (b)(7). In the event 

that a determination is made that any material marked as confidential is not subject to 

confidential treatment, Respondents request the Commission provide immediate notice of that 

determination to the undersigned. 

IV. Conclusion 

For the foregoing reasons, Respondents respectfully request that the Commission 

approve the proposed sale of the Assets to FDK. 

6 
PUBLIC VERSION 

7 

Ann Malester 

WElL, GOTSHAL & MANGES LLP 

1300 I Street NW #900 

Washington, DC 20005 

(202) 682-7500 

ann.malester@weil.corn 

Adam C. Hemlock 

WElL, GOTSHAL & MANGES LLP 

767 Fifth Avenue 

New York, NY 10153 

(212) 310-8281 

adam.hemlock@weil.corn 

Counsel for Respondents