Tokyo, Sep 1, 2020 - As announced in the press release issued on October 30, 2019, Hitachi, Ltd. (TSE: 6501, Hitachi ), Honda Motor Co., Ltd. (TSE: 7267, Honda ), Hitachi Automotive Systems, Ltd. ( Hitachi Automotive Systems ), Keihin Corporation (TSE: 7251, Keihin ), Showa Corporation (TSE: 7274, Showa ), and Nissin Kogyo Co., Ltd. (TSE: 7230, Nissin ) entered into the basic contract regarding a management integration on October 30, 2019, to conduct the management integration through implementation of the absorption-type merger in which Hitachi Automotive Systems (a wholly-owned subsidiary of Hitachi) will be the surviving company, and Keihin, Showa and Nissin will be the disappearing companies (the Absorption-type Merger ) after making Keihin, Showa and Nissin wholly-owned subsidiaries of Honda through tender offers targeting the common shares of Keihin, Showa and Nissin (collectively, the Tender Offer ).
Honda confirmed that all of certain conditions precedent, including filing with and permits from competition authorities of relevant countries in connection with the Tender Offer, have been satisfied, and that the conditions to commence the Tender Offer have been fulfilled. Therefore, Honda determined to commence the Tender Offer from September 2, 2020 on September 1, 2020.
Along with the commencement of the Tender Offer, the schedule for implementation of the Absorption-type Merger assumed as of today is as follows.
Tender Offer Period - From September 2, 2020 (Wednesday) to October 15, 2020 (Thursday) (30 business days)
Date of Public Notice for Commencement of Tender Offer - September 2, 2020 (Wednesday)
The effective date of the Absorption-type Merger is scheduled to be during the period (i) between January and February, 2021, if all of transactions to make Keihin, Showa and Nissin wholly-owned subsidiaries of Honda will be conducted by demand for cash-out, or (ii) between February and March, 2021, if any of the transactions to make Keihin, Showa and Nissin wholly-owned subsidiaries of Honda will be conducted by share consolidation.
If the schedule of Absorption-type Merger needs to be changed, it will be announced immediately.
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is focused on its Social Innovation Business that combines information technology (IT), operational technology (OT) and products. The company's consolidated revenues for fiscal year 2019 (ended March 31, 2020) totaled 8,767.2 billion yen ($80.4 billion), and it employed approximately 301,000 people worldwide. Hitachi drives digital innovation across five sectors - Mobility, Smart Life, Industry, Energy and IT - through Lumada, Hitachis advanced digital solutions, services, and technologies for turning data into insights to drive digital innovation. Its purpose is to deliver solutions that increase social, environmental and economic value for its customers. For more information on Hitachi, please visit the companys website at https://www.hitachi.com.
Cautionary Statement
Certain statements found in 1. Management Policy, Economic Environment and Challenges Hitachi Group Faces, 2. Risks Factors and 3. Managements Discussion and Analysis of Consolidated Financial Condition, Results of Operations and Cash Flows and other descriptions in this report may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect management's current views with respect to certain future events and financial performance and include any statement that does not directly relate to any historical or current fact. Words such as anticipate, believe, expect, estimate, forecast, intend, plan, project and similar expressions which indicate future events and trends may identify forward-looking statements. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements and from historical trends. Certain forward-looking statements are based upon current assumptions of future events which may not prove to be accurate. Undue reliance should not be placed on forward-looking statements, as such statements speak only as of the date of this report.
Factors that could cause actual results to differ materially from those projected or implied in any forward-looking statement and from historical trends include, but are not limited to:
exacerbation of social and economic impacts of the spread of COVID-19;
economic conditions, including consumer spending and plant and equipment investment in Hitachi's major markets, as well as levels of demand in the major industrial sectors Hitachi serves;
exchange rate fluctuations of the yen against other currencies in which Hitachi makes significant sales or in which Hitachi's assets and liabilities are denominated;
uncertainty as to Hitachi's ability to access, or access on favorable terms, liquidity or long-term financing;
uncertainty as to general market price levels for equity securities, declines in which may require Hitachi to write down equity securities that it holds;
fluctuations in the price of raw materials including, without limitation, petroleum and other materials, such as copper, steel, aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components;
estimates, fluctuations in cost and cancellation of long-term projects for which Hitachi uses the percentage-of-completion method to recognize revenue from sales;
increased commoditization of and intensifying price competition for products;
uncertainty as to Hitachi's ability to attract and retain skilled personnel;
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Tokyo, Sep 1, 2020 - As announced in the press release issued on October 30, 2019, Hitachi, Ltd. (TSE: 6501, Hitachi ), Honda Motor Co., Ltd. (TSE: 7267, Honda ), Hitachi Automotive Systems, Ltd. ( Hitachi Automotive Systems ), Keihin Corporation (TSE: 7251, Keihin ), Showa Corporation (TSE: 7274, Showa ), and Nissin Kogyo Co., Ltd. (TSE: 7230, Nissin ) entered into the basic contract regarding a management integration on October 30, 2019, to conduct the management integration through implementation of the absorption-type merger in which Hitachi Automotive Systems (a wholly-owned subsidiary of Hitachi) will be the surviving company, and Keihin, Showa and Nissin will be the disappearing companies (the Absorption-type Merger ) after making Keihin, Showa and Nissin wholly-owned subsidiaries of Honda through tender offers targeting the common shares of Keihin, Showa and Nissin (collectively, the Tender Offer ).
