Hitachi to Announce Capital Reorganization of Air Conditioning Joint Venture

23 July, 2024

Corporate

Tokyo, July 23, 2024 -Hitachi Global Life Solutions, Inc. ( Hitachi GLS ), a subsidiary of Hitachi, Ltd. (TSE:6501, Hitachi ) have reached an agreement with Johnson Controls International plc ( JCI ), and Germany-based Robert Bosch GmbH ( Bosch ), regarding the transfer of shares in Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd ( JCH ), and entered into share purchase agreements. JCH is an air conditioning joint venture established with JCI. To enhance its competitiveness in the global air conditioning industry, which is undergoing consolidation, Hitachi, and Hitachi GLS, together with JCI, identified Bosch as the best partner to enable further growth of the global air conditioning business due to its footprint in Europe and its track record in heating business, and have decided to sell all shares in JCH to Bosch.

Based on this agreement, Hitachi GLS will transfer all its 40% stake in JCH to Bosch (Purchase price of USD 1.4billion / JPY 195 billion*). The new company, with its new shareholder Bosch, will also concurrently enter into a brand license agreement with Hitachi GLS to continue providing Hitachi-branded air conditioning equipment globally. In addition, Hitachi GLS will acquire JCH's Shimizu Factory, a development and manufacturing base for commercial air conditioning equipment. This will enable Hitachi GLS to operate the entire process in Japan, from development and manufacturing to sales and maintenance services, while developing highly competitive products that meet the needs of the market.

The transaction is expected to be close before the end of the first quarter of fiscal year ending March 31, 2026 subject to regulatory approvals and other customary closing conditions. If this transaction is closed during the fiscal year ending March 31, 2026, Hitachi expects to post a gain on business reorganization of approximately 125.0 billion yen as other income in its consolidated financial statements for the fiscal year ending March 31, 2026.

Hitachi will strive to further enhance its corporate value by improving capital efficiency through leveraging the funds obtained from this share transfer for investment in growth opportunities and shareholder returns.

* 140 yen to the U.S. dollar

Main Points in the Contracts

All of Hitachi GLS's 40% stake in JCH will be transferred to Bosch*. Concurrently, JCH's Shimizu Factory, a development and manufacturing base for commercial air conditioning equipment, will be transferred to Hitachi GLS. Hitachi GLS will operate the commercial air conditioning business in Japan from development and manufacturing to sales and maintenance services in an integrated manner.

The new company, with its new shareholder Bosch, and Hitachi GLS will enter into a brand license agreement for the new company to continue providing Hitachi-branded air conditioning equipment globally. For room air conditioners for Japan, JCH will continue to provide Hitachi brand products and sell them in cooperation with Hitachi GLS.

* All of JCI's 60% stake in JCH will be transferred to Bosch, and Bosch will own 100% of JCH shares.

LINK:	https://www.hitachi.eu/en/press/hitachi-to-announce-capital-reorganiza...
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