16 May 2013
Tokyo, May 16, 2013 --- Hitachi, Ltd. (TSE:6501) today announced that it has formulated a management plan “2015 Mid-term Management Plan” to promote achieving growth and Hitachi’s transformation driven by Social Innovation Business. Summary of “2015 Mid-term Management Plan” are below.
For more information, please click here http://www.hitachi.com/New/cnews/130516.html
Press Contacts
Japan
Atsushi Konno
Hitachi, Ltd.
+81-3-5208-9324
USA
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
23 May 2013
- Unifying Brand in 17 Countries and Regions Worldwide -
Tokyo, May 23, 2013 - Hitachi, Ltd. (TSE:6501) today announced that the Hitachi has initiated a Global Brand Campaign and will convey a globally unified message through various media. This campaign is being run with the aim of expressing the Hitachi Group’s management strategy to the market. Under the campaign slogan “SOCIAL INNOVATION – IT’S OUR FUTURE” Hitachi will target 17 countries and regions around the world, including Japan. Through this campaign, Hitachi will build its brand as a global company in the Social Innovation Business.
In April 2013, Hitachi formulated a new Hitachi Group Vision, an expression of what the Hitachi Group aims to be in the future. Hitachi will share and garner the understanding of employees for this vision and at the same time promote a transformation to achieve the goals of its 2015 Mid-term Management Plan under which Hitachi seeks to grow globally focused on the Social Innovation Business.
The Global Brand Campaign launched will widely communicate the Hitachi Group’s aspirations for the future to customers and business partners around the world in a bid to raise the value of the Hitachi brand. The “SOCIAL INNOVATION – IT’S OUR FUTURE” campaign slogan encapsulates Hitachi’s ambition to solve various problems faced by the world with its Social Innovation Business. In the campaign, Hitachi has designated India, Brazil and the Middle East as focused regions and will proactively communicate its message to these regions. By building the value of the Hitachi brand and raising its profile, Hitachi believes it can establish a competitive edge for business development going forward.
In the U.S., Hitachi’s ad campaign will run in top-tier digital media outlets and will highlight Hitachi’s capabilities in the energy sector. The campaign will run from June through August.
Hitachi will promote its transformation into a true global major player as one group through the Global Brand Campaign.
Hitachi Brand Website
http://social-innovation.hitachi.com
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. Fiscal 2012 (ended March 31, 2013) consolidated revenues totalled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes information and telecommunication systems, power systems, industrial, transportation and urban development systems, as well as the sophisticated materials and key devices that support them.
For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
USA
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
30 May 2013
Rochester, MINN, May 30, 2013 - Hitachi, Ltd. today held a traditional Japanese blessing ceremony to mark the start of installation of a proton beam therapy (PBT) system at the new Richard O. Jacobson Building at Mayo Clinic in Rochester Minnesota.
The installation is the first of two PBT systems that Hitachi will supply to Mayo Clinic. A second system is scheduled to be installed at Mayo Clinic in Phoenix this fall. Patient treatment using PBT is expected to be available at the two facilities starting in the summer of 2015 and spring 2016, respectively.
Since the 1990’s, interest in proton beam therapy has grown in the U.S. as patients seek for more precise and less harmful radiation oncology treatment options.
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others.
For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
Japan
Yoshimasa Doi
Hitachi, Ltd.
+81-3-5208-9324
USA
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
6 June 2013
Hitachi Laboratories and Business Units in the Americas, Europe and Asia to Create Innovative Big Data Solutions in Collaboration with Customers
Tokyo, June 6, 2013 --- Hitachi, Ltd. (TSE: 6501) today announced that it has established the Hitachi Global Center for Innovative Analytics (HGC-IA) to globally provide customers innovative solutions that leverage the power of big data. Linking Hitachi operating units and local researchers and engineers located in the U.S., the U.K., Japan and other regions around the globe, HGC-IA will leverage the company’s world-class research, business consulting, information technologies and services to collaborate with its global customers to co-innovate, develop and apply end-to-end big data solutions. HGC-IA is going to also recruit talents in overseas.
Hitachi’s clients are experiencing exponential data growth generated by businesses, humans and machines. This data can provide valuable insights for organizations in business sectors such as distribution, health care, financial services, government and social infrastructures such as energy, water treatment and transportation.
On April 1, 2012, Hitachi established the “Smart Business Innovation Laboratory” in the Information and Telecommunication Systems Company. This laboratory consists of data analytics meisters, big data scientists focused on services and started to provide the Data Analytics Meister Service that helps customers create new business value from big data in June, 2012. The laboratory has worked on many initiatives in Japan and other regions around the world. For example, the laboratory developed analytics technologies in the retail sector to capture and analyze logistics and related sales with customer and employee movements enabling dramatically improved store management. The second example is in the insurance sector where non-life insurance companies can leverage the analysis of driving record data to provide the most suitable auto insurance policies according to a customer's driving behavior. The last example is in transportation where Hitachi is providing big data analytics for preventative maintenance for rail cars based on analysis of data from railway facilities.
Hitachi has built a robust, global research and development foundation to support Hitachi’s big data business. As part of this foundation, Hitachi established the Big Data Research Laboratory in the U.S. on April 1, 2013, which consists of big data specialists in data analytics, marketing and research.
The HGC-IA will coordinate and integrate activities across Hitachi, Hitachi Consulting and Hitachi Data Systems to extend big data research and development into the business and IT environments of global clients. The HGC-IA will also coordinate and integrate activities between the U.S. Big Data Research Laboratory, the Europe Big Data Research Laboratory with the focus of health care (established in the U.K. on June 1, 2013) and other related research organizations. Initially, these Hitachi business units and laboratories will provide integrated big data resources including human resources, technology and solutions on a global basis to effectively meet the expanding needs of Hitachi’s worldwide customers.
HGC-IA has begun operations with a staff of approximately 300 members and plans to increase to 500 members globally over the next two years. By strengthening its core big data business and applying new big data technologies and know-how for its global customers in related areas such as its cloud-based technologies and services, Hitachi aims to increase its revenues from big data related businesses to 150 billion yen (approximately 1.5 billion U.S. dollars) in fiscal 2015.
HGC-IA’s Main Focus Fields
The HGC-IA will provide opportunities for Hitachi to co-innovate with customers and partners to create value through advanced data analytics to develop innovations to meet customers' challenges such as productivity improvement, cost reduction and sales increase in several vertical industries.
1. Health Care
Companies operating in the health care industry today are dealing with the significant challenge of improving the quality of medical care for patients in the face of rising medical care costs often associated with an aging society. HGC-IA will develop new solutions and services designed to improve patient care, organizational efficiency and reduce costs. These solutions and services will identify, ingest, manage and analyze large volumes of medical information in association with health care organizations around the world including the National Health Service in Greater Manchester, U.K.
2. Communications and Media
Large amounts of unstructured data such as rich media from pictures and video are being created, sent and stored in the Communications and Media industry. The HGC-IA will develop solutions and services that will help companies in this industry store, manage, search and analyze this data and use it more effectively and cost-efficiently.
3. Energy
In recent years, organizations have become more focused on incorporating new technologies associated with renewable energy, electric vehicles (EVs) in a move to reduce CO2 emissions, conserve energy and reduce costs. By fusing information and communications with control technologies, HGC-IA will develop solutions to improve the efficiency of power transmission and distribution.
4. Transportation
Urbanization in many countries is prompting demand for means of transport that are friendlier to the environment in terms of cutting CO2 emissions. HGC-IA will create solutions for operating safe and reliable railways by providing proactive and efficient maintenance services for railway equipment using big data.
5. Mining
In Australia, South America and other countries and regions around the world that produce mineral resources, greater operational efficiency is required to cope with the fluctuations in prices of natural resources such as coal and copper. HGC-IA will develop solutions that will analyze data generated by equipment used in mine development to improve end-to-end operations.
6. Others
HGC-IA will globally promote the use of big data in social innovation fields such as oil and gas and water, and enterprise fields such as logistics, manufacturing, and business intelligence, as well as the deployment of Hitachi’s distinctive technologies, including the Business Microscope, behavior measurement system.
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others.
For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
Japan
Naoko Okada
Hitachi, Ltd.
+81-3-5471-8900
USA
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
11 June 2013
-- Aims to Integrate Design, Manufacturing and Sales to Provide Faster Response to Diversifying Customer Needs and Strengthen the Business –
Tokyo, June 11, 2013 --- Hitachi, Ltd. (TSE: 6501 / “Hitachi”) today announced that it has decided to create an integrated framework encompassing design, manufacturing and sales by transferring its power semiconductor business to subsidiary Hitachi Haramachi Electronics Co., Ltd. on October 1, 2013. The purpose of this reorganization is to provide faster response to diversifying customer needs in the power semiconductor business. In specific terms, Hitachi will transfer its design, manufacturing, quality assurance, sales and other operations of the power semiconductor business to Hitachi Haramachi Electronics Co., Ltd. (“Hitachi Haramachi Electronics”) via a company split. At the same time, Hitachi Haramachi Electronics will be renamed Hitachi Power Semiconductor Devices Co., Ltd. (Tentative). Certain disclosures and details have been omitted as the company split involves the transfer of a Hitachi business to a wholly owned subsidiary.
1. Purpose of the Organizational Restructuring
The power semiconductor market has been affected by China’s economic slowdown, the European economic crisis and other major changes. At the same time, however, measures in various spheres to create a low-carbon society are expected to continue apace on a global level. For this reason, Hitachi believes that the power semiconductor market should see even much more expansion going forward as this is a business that contributes to energy conservation.
The company split announced today will integrate power semiconductor operations from design and manufacturing to sales carried out in the Hitachi Group. These products are key devices in the Social Innovation Business, which includes rolling stocks, construction machinery, power generation and transmission & distribution equipments, automobiles and home appliances. This integration aims to expedite the flow of information and decision-making to strengthen the competitiveness of Hitachi’s component products.
Looking ahead, the new company will work to mass produce high-voltage-resistant IGBTs, which achieve the world’s best performance in terms of low power loss. These IGBTs are used in railway systems, construction machinery, wind power systems, power transmission and distribution systems, and other areas. In tandem, Hitachi Power Semiconductor Devices will step up the pace of development for commercializing SiC (silicon carbide) devices for which expectations are high as a next-generation element. In addition, it will respond to increasing demand for energy-efficient air conditioners in emerging nations with inverter ICs, leveraging its extensive track record in this market in Japan. Furthermore, in the automotive field, the new company will actively promote business with diodes for third-generation (resin-based) alternators that last longer and are more reliable.
In terms of sales, Hitachi Power Semiconductor Devices will progressively expand overseas sales bases to target the growing global power semiconductor market. At the same time, it will strengthen front sales and front sales engineering to respond to customer demand in light of the growth and evolution of market needs.
2. Outline of the Company Split
(1) Company Split Schedule
Execution of Company Split Agreement | August 2013 (Tentative) |
Scheduled Company Split Date (Effective Date) | October 1, 2013 (Tentative) |
* For Hitachi, the company split is deemed to be a simple absorption-type company split pursuant to Article 784, Paragraph 3 of the Companies Act of Japan. And for Hitachi Haramachi Electronics, the company split is deemed to be a short-form absorption-type company split pursuant to Article 796, Paragraph 1 of the Companies Act of Japan. Therefore, Hitachi and Hitachi Haramachi Electronics do not plan to convene shareholders’ meetings to obtain approval for the company split agreement.
(2) Company Split Method
This is an absorption-type split in which Hitachi is the transferring company and Hitachi Haramachi Electronics is the successor company.
(3) Others
Hitachi has not issued any stock acquisition rights or bonds with stock acquisition rights.
Other details on the company split will be announced when they are determined.
3. Profile of the Parties of the Company Split
. | Transferring Company | Successor Company |
Name | Hitachi, Ltd. | Hitachi Haramachi Electronics Co., Ltd. |
Head Office | 6-6, Marunouchi 1-Chome, Chiyoda-ku, Tokyo | 10-2, Bentencho 3-Chome, Hitachi City, Ibaraki |
Representative | Hiroaki Nakanishi, President | Shingo Odai, President |
Business | Development, manufacture and sales of products and provision of service across 10 segments: Information & Telecommunication Systems, Power Systems, Social Infrastructure & Industrial Systems, Electronic Systems & Equipment, Construction Machinery, High Functional Materials & Components, Automotive Systems, Digital Media & Consumer Products, Financial Service, Others | Manufacture and sales of semiconductor and application products |
Capital | 458,790 million yen (As of March 31, 2013) | 150 million yen (As of March 31, 2013) |
Established | February 1, 1920 | February 1, 1973 |
Number of issued shares | 4,833,463,387 (As of March 31, 2013) | 300,000 (As of March 31, 2013) |
Fiscal year end | March 31 | March 31 |
Major shareholders and shareholding | - The Master Trust Bank of Japan, Ltd. (Trust Account) 6.52% - Japan Trustee Services Bank, Ltd. (Trust Account) 5.77% - SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS 2.58% - Hitachi Employees’ Shareholding Association 2.57% - State Street Bank and Trust Company 505224 2.18% (As of March 31, 2013) | Hitachi, Ltd. 100% |
Business Results and financial Status for the Most Recent Fiscal Year (Millions of yen unless otherwise specified) | ||
Net assets | 3,179,287 (Consolidated) | 926 (Unconsolidated) |
Total assets | 9,809,230 (Consolidated) | 6,450 (Unconsolidated) |
Net assets per share (yen) *1 | 431.13 (Consolidated) | 3,087.48 (Unconsolidated) |
Revenues | 9,041,071 (Consolidated) | 12,125 (Unconsolidated) |
Operation income | 422,028 (Consolidated) | (217) (Unconsolidated) |
Ordinary income*2 | 344,537 (Consolidated) | (149) (Unconsolidated) |
Net income*3 | 175,326 (Consolidated) | 289 (Unconsolidated) |
Net income per share (yen)*3 | 37.28 (Consolidated) | 965.70 (Unconsolidated) |
*1 Since Hitachi has been adopting U.S. accounting standards, this figure represents stockholders’ equity per shares
*2 Since Hitachi has been adopting U.S. accounting standards, this figure represents income before income taxes.
*3 Since Hitachi has been adopting U.S. accounting standards, these figures represent net income attributable to Hitachi, Ltd. stockholders and net income attributable to Hitachi, Ltd. stockholders per share basic, respectively.
4. Overview of the Business to Be Transferred
(1) Business of the Business to Be Transferred
Design, Manufacturing, Quality assurance and Sales, etc. of Power Semiconductor Business
(2) Others
Other details concerning the business to be transferred will be announced as they are decided.
5. Status of Succeeding Company after Transfers
(1) Name | Hitachi Power Semiconductor Devices Co., Ltd. (Tentative) |
(2) Headquarters | Hitachi City, Ibaraki (Headquarter of Tokyo:Chiyoda-ku, Tokyo) |
(3) Representative | Masahiro Yamamura President |
(4) Business | Design, manufacture and sales of semiconductor and application products |
(5) Capital | 450 million yen |
(6) Number of employees | Approx. 1,160 |
(7) Major shareholders and shareholding | Hitachi, Ltd. 100% |
6. Status of Hitachi After the Company Split
There will be no change in the company name, head office location, representative’s position or name, business activities, capital or fiscal year of Hitachi due to the company split.
7. Outlook
The company split will have no impact on the consolidated operating results of Hitachi.
(Reference) Consolidated Business Forecasts for the Year Ending March 31, 2014 (announced on May 10, 2013) and Consolidated Operating Results for the previous Fiscal Year
(Millions of yen)
.. | Revenues | Operating Income | Income Before Income Taxes | Net Income Attributable to Hitachi, Ltd. Stockholders |
Consolidated Business Forecasts for Fiscal 2013 (Year ending March 31, 2014) | 9,200,000 | 500,000 | 425,000 | 210,000 |
Consolidated Operating Results for Fiscal 2012 (Year ended March 31, 2013) | 9,041,071 | 422,028 | 344,537 | 175,326 |
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 320,000 employees worldwide. Fiscal 2011 (ended March 31, 2012) consolidated revenues totaled 9,665 billion yen ($117.8 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes information and telecommunication systems, power systems, industrial, transportation and urban development systems, as well as the sophisticated materials and key devices that support them. For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
Japan
Keisaku Shibatani
Hitachi, Ltd.
+81-3-5208-9324
keisaku.shibatani.tj@hitachi.com
USA
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
11 June 2013
Tokyo, June 11, 2013 --- Mitsubishi Heavy Industries, Ltd. (TSE: 7011, “MHI”) and Hitachi, Ltd. (TSE: 6501, “Hitachi”) today announced that they have signed a basic integration agreement and a joint venture agreement in relation to the business integration centered on the thermal power generation systems (the “Definitive Agreements”).
As announced on November 29, 2012 in a press release titled “Mitsubishi Heavy Industries and Hitachi Reach a Basic Agreement on Business Integration in the Thermal Power Generation Systems Field,”(the “Announcement on November 29, 2012”), MHI and Hitachi, on November 29, 2012, agreed to transfer their respective operations centered on the thermal power generation systems (the “Integrated Business”) by way of company split and other method to an integrated company, of which equity interest of MHI and Hitachi will be 65% and 35%, respectively (the “Integrated Company”), effective on January 1, 2014 (the “Business Integration”) and signed a basic agreement on the same day (the “Basic Agreement”).
Today, in accordance with the Basic Agreement, the two companies have signed the Definitive Agreements, specifying the terms and conditions related to the Business Integration obtaining approvals of both companies’ boards of directors. The details of Definitive Agreements are outlined below. Preparatory company for the integrated company (the “Preparatory Company”) is planned to be established in due course, and the details of the Business Integration will be specified in a company split agreement to be concluded among MHI, Hitachi and the Preparatory Company around the end of July 2013.
1. Purpose of the Business Integration
The global market has continued to expand, driven by the growth engines of China and other emerging countries, while environmental awareness around the world has increased. These trends have presented a major opportunity for MHI and Hitachi to expand thermal power generation systems businesses where they both excel businesses that solve global energy and environmental issues at the same time. In order to prevail against competition and respond to this buoyant demand, companies must respond in detail based on highly advanced technologies, quality and reliability, unfettered by the traditional frameworks of companies. In this regard, they must be able to harness engineering capabilities as well as sales and service capabilities closely tied to each region. MHI and Hitachi share the same corporate credo of contributing to society through the development of superior, original technologies and products. Over the years, the two companies have established partnerships harnessing their technical skills and expertise in a variety of fields. Examples include an alliance and subsequent establishment of a joint venture in the steel production machinery field; collaboration in the overseas railway systems business; and integration of the hydroelectric power generation system business. Another example has been joint support for the Fukushima Daiichi Nuclear Power Station of Tokyo Electric Power Company.
Based on these extensive partnerships, the two companies reached an agreement on the Business Integration to address buoyant global demand for thermal power generation systems by harnessing superior technical skills, quality and reliability, with the aim of prevailing against intensifying global competition.
In the thermal power generation field, the two companies both have expansive product lineups. For example, in gas turbines, MHI has focused on highly efficient large models in recent years. Meanwhile, Hitachi sees its mainstay products as small and medium-sized models. Regionally, MHI has strengths mainly in Southeast Asia and the Middle East, while Hitachi has harnessed its strengths in markets such as Europe and Africa. The two companies will respectively strive to leverage the complementary strengths of the other company. Moreover, the two companies will further enhance their ability to address customer needs and provide services by taking advantage of their respective strengths in providing total solutions across all aspects of thermal power plants.
Through this agreement, MHI and Hitachi will cooperate to develop a stable and efficient management base for the new company. The Integrated Company aims to be a global leading company in the thermal power generation systems field by accelerating global business development along with synergies of the integration and by maximizing integrated and complementary strengths in the technology and product aspects.
2. Outline of the Business Integration
(1) Schedule of Business Integration
Execution of Basic Agreement | November 29, 2012 |
Execution of Definitive Agreements | June 11, 2013 |
Execution of Company Split Agreement | End of July 2013 (Tentative) |
Effective Date of Company Split Date | January 1, 2014 (Tentative) |
* The company split will be a simple absorption-type company split pursuant to Article 784, Paragraph 3 of the Companies Act of Japan. Therefore, MHI and Hitachi do not plan to convene shareholders’ meetings to obtain approval for the company split agreement.
(2) Business Integration Method and Equity Contribution
After the Announcement on November 29, 2012, MHI and Hitachi conducted due diligence to each other and had extensive discussions in order to facilitate smooth Business Integration and to ensure stronger competitiveness in business development after the integration.
As a result, MHI and Hitachi reached an agreement to execute the Business Integration according to the following scheme. The equity contribution ratio of MHI and Hitachi will be 65% and 35% respectively on the effective date of the company split.
(i) MHI will establish the Preparatory Company for the Business Integration as predecessor of the Integrated Company.
(ii) MHI and Hitachi will respectively transfer the Integrated Business to the Integrated Company by way of absorption-type company split and other method (the “Company Split”). As a result, MHI and Hitachi owns shares of common stock of the Integrated Company 683 shares and 317 shares, respectively.
(iii) MHI will sell 33 shares of common stock of the Integrated Company that it owns to Hitachi for 29.7 billion yen.
(3) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Business Integration
Details of the Handling of stock acquisition rights and bonds with stock acquisition rights, if any, will be provided in the company split agreement which will be executed around the end of July 2013
(4) Changes in Amount of Capital Accompanying the Company Split
Details of the changes in the amount of capital of MHI and Hitachi, if any, will be provided in the company split agreement which will be executed around the end of July 2013.
(5) Rights and Obligations Transferred to the Integrated Company
The Integrated Company will succeed assets, liabilities, other rights and obligations and contractual status from MHI and Hitachi through the Company Split. Subsidiaries and affiliates which are engaged in the businesses subject to the Business Integration will be included in the integration. Details of the Business Integration including assets, liabilities and contractual status, etc. will be provided in the company split agreement which will be executed around the end of July 2013.
(6) Outlook on Performance of Obligation
In the Company Split, obligations of MHI, Hitachi and the Integrated Company are anticipated to be duly performed.
3. Calculation Basis, etc., Concerning Allotment under the Company Split
(1) Calculation Basis and Background
MHI appointed Nomura Securities Co., Ltd. (“Nomura Securities”) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley) as its financial advisers in order to achieve fairness and appropriateness in the determination of number of shares allocated in the Company Split.
Nomura Securities performed a Comparable Companies Analysis and a Discounted Cash Flow (“DCF”) Analysis for the businesses to be integrated of both companies. The results of each analysis are shown below. The ranges mentioned below are the calculated range of the number of the shares of common stock of the Integrated Company allocated to the Integrated Business of Hitachi.
Valuation Methodology | Range of the shares of common stock to be allocated to Hitachi |
Comparable Companies Analysis | 218 ~ 281 shares |
DCF Analysis | 317 ~ 346 shares |
In calculating value of the Integrated Business of both companies, Nomura Securities relied on the provided information and publicly available information, assuming that such information was accurate and complete without independent verification of the accuracy or completeness of such information. Nomura Securities neither conducted an independent evaluation, appraisal or assessment including any evaluation or analysis of each asset or liability nor requested a third-party institution to value either company or their affiliates. The calculation results of value of the Integrated Business of both companies provided by Nomura Securities reflect the information and economic conditions that were available as of June 7, 2013, and it is presumed that the information on financial forecasts obtained from both companies has been reasonably prepared or reviewed based on the best currently available forecasts and judgment of the management of MHI.
Significant increases or decreases in profit of the Integrated Business are projected in some fiscal years in the both companies' business plans used for the DCF Analysis of Nomura Securities. This is due to the fact that the business plans of the Integrated Business have reflected the specific characteristic of the thermal power generation systems business that the competitive circumstance has significantly impacted on each year's plant orders and therefore led to the volatile financial performance.
In addition, pursuant to a request from the Board of Directors of MHI, Nomura Securities submitted to MHI an opinion (a fairness opinion) dated June 10, 2013, to the effect that the number of the shares of common stock of the Integrated Company allocated to the Integrated Business of Hitachi is reasonable under the aforementioned premises and certain other premises from a financial viewpoint for MHI.
In the respective valuation of the Integrated Business of both MHI and Hitachi, Mitsubishi UFJ Morgan Stanley analyzed the number of shares to be allocated in the Company Split, taking holistically into account the result of the DCF Analysis, Comparable Company Analysis and Precedent Transaction Analysis.
The following shows the outline of the calculation results of the number of shares to be allocated in the Company Split conducted by Mitsubishi UFJ Morgan Stanley under each methodology. (The ranges stated below show the number of common shares of the Integrated Company allocated to Hitachi for its Integrated Business).
Valuation Methodology | Range of shares to be allocated to Hitachi |
DCF Analysis | 264 ~ 435 shares |
Comparable Companies Analysis | 233 ~ 332 shares |
Precedent Transactions Analysis | 303 ~ 350 shares |
Also, in response to the request from the Board of Directors of MHI, Mitsubishi UFJ Morgan Stanley rendered its fairness opinion dated June 10, 2013 to MHI’s Board of Directors which opined that the number of shares to be allocated in the Company Split is fair to MHI from a financial point of view.
In deriving the written opinion to the Board of Directors of MHI and analyzing the number of shares to be allocated in the Company Split as the basis thereof, Mitsubishi UFJ Morgan Stanley relied upon the information available to the public and information provided by MHI or Hitachi, assumed that all of the information used by it was accurate and complete, and did not independently verify the accuracy and completeness thereof. With respect to the financial projections of the Integrated Business of both MHI and Hitachi, Mitsubishi UFJ Morgan Stanley has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of MHI and Hitachi.
In addition, Mitsubishi UFJ Morgan Stanley has not made any independent valuation or appraisal of the assets or liabilities of the Integrated Business of both MHI and Hitachi, nor has it been furnished with any such appraisals other than the accounting, tax, legal and environment reports regarding the Integrated Business of Hitachi prepared by experts, upon which Mitsubishi UFJ Morgan Stanley has relied without any independent verification.
The analyses and opinion of Mitsubishi UFJ Morgan Stanley are necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Mitsubishi UFJ Morgan Stanley as of, June 10, 2013. Events occurring after such date may affect the analyses and opinion and the assumptions used therein, and Mitsubishi UFJ Morgan Stanley does not assume any obligation to update, revise or reaffirm the analyses or opinion.
With respect to the Business Integration, Mitsubishi UFJ Morgan Stanley will receive fees for its services from MHI, a significant portion of which is contingent upon the execution of the Definitive Agreements and the closing of the Business Integration.
Please note that Mitsubishi UFJ Morgan Stanley, together with its affiliates (the “Group”), are a global financial services firm engaged in the banking, securities, trust, investment management, credit services and other financial businesses (collectively, “Financial Services”). The Group’s securities business is engaged in securities underwriting, trading, and brokerage activities, foreign exchange, commodities and derivatives trading, as well as providing investment banking, financing and financial advisory services. In the ordinary course of its underwriting, trading, brokerage and financing activities, the Group may at any time hold long or short positions, may provide Financial Services to MHI, Hitachi, or companies that may be involved in this transaction and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or loans of MHI, Hitachi, or any company that may be involved in this transaction, or in any currency or commodity that may be involved in this transaction, or in any related derivative instrument. The Group, its directors and officers may also at any time invest on a principal basis or manage funds that invest on a principal basis, in debt or equity securities of MHI, Hitachi, or any company that may be involved in this transaction, or in any currency or commodity that may be involved in this transaction, or in any related derivative instrument. Further, the Group may at any time carry out ordinary course broking activities for MHI, Hitachi, or any company that may be involved in this transaction.
The analyses and opinion of Mitsubishi UFJ Morgan Stanley are only for the information of the Board of Directors of MHI for the purpose of considering the Business Integration, and may not be relied upon or used by any other party or for any other purpose.
In addition, significant increases or decreases in profit are projected in some fiscal years in the financial projections of the Integrated Business, which were provided by MHI to Mitsubishi UFJ Morgan Stanley for the DCF analysis. This is based on the assumption to the financial projection that a competitive environment in a given year could have a significant impact on the profitability of each fiscal year due to the nature of the thermal power generation system business.
Hitachi appointed GCA Savvian Corporation (“GCA Savvian”) as its financial advisor in order to achieve fairness in determining the number of shares of common stock of the Integrated Company to be allocated under the Company Split.
GCA Savvian performed a calculation of the number of shares of common stock of the Integrated Company to be allocated to Hitachi based on Comparable Companies Analysis and DCF Analysis for each Integrated Business of Hitachi and MHI.
The results of the calculations by GCA Savvian are summarized below. The ranges indicated below are the calculated ranges of the number of shares of common stock of the Integrated Company to be allocated to Hitachi.
Calculation Method | Range of Allocated Shares |
Comparable Company Analysis | 260~315 shares |
DCF Analysis | 307~346 shares |
In conducting the foregoing calculations, GCA Savvian has assumed that all information provided to GCA Savvian by Hitachi and MHI and publicly available information are accurate and complete, and that no information was undisclosed to GCA Savvian, which may have a material adverse effect on the calculation, and therefore, GCA Savvian has not independently verified the accuracy and completeness of such information.
Furthermore, GCA Savvian has not independently evaluated, appraised or assessed the values of, nor has it been provided with any valuations or appraisals from third party institutions on the assets and liabilities of each Integrated Business of Hitachi and MHI.
In addition, GCA Savvian has assumed that the financial projection of each Integrated Business of Hitachi and MHI was reasonably prepared based on the best available estimates and interpretations made at the time.
MHI’s future profit plan of the Integrated Business used by GCA Savvian as a base assumption for its DCF Analysis calculations includes a fiscal year that forecasts a substantial increase in profit compared to the preceding year. This is primarily due to the nature of thermal power business in which profit level of certain fiscal year tends to be considerably impacted by historical competitive environments prevalent at the time of awards of power plant projects and so forth.
MHI and Hitachi, referencing the results of calculations by Nomura Securities, Mitsubishi UFJ Morgan Stanley and GCA Savvian and comprehensively considering factors including financial condition, condition of assets and business forecasts of each, discussed the number of shares of common stock of the Integrated Company to be allocated with due care, and concluded that the above number of shares of common stock to be allocated was appropriate.
(2) Relationship with Financial Advisers
Nomura Securities and Mitsubishi UFJ Morgan Stanley, financial advisers of MHI, are not related parties of both MHI and Hitachi and have no important interests with MHI and Hitachi in relation to the Company Split.
GCA Savvian, a financial adviser of Hitachi, is not a related party of Hitachi and MHI and has no important interests with Hitachi and MHI in relation to the Company Split.
(3) Outlook on Delisting
MHI and Hitachi will not be delisted from their listing stock exchanges due to the Company Split.
4. Profile of the Parties of the Company Split
. | Transferring Company (As of March 31, 2013) | Transferring Company (As of March 31, 2013) | |||||
(1) | Name | Mitsubishi Heavy Industries, Ltd. | Hitachi, Ltd. | ||||
(2) | Head office | 16-5, Konan 2-chome, Minato-ku, Tokyo | 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo | ||||
(3) | Representative | Hideaki Omiya | Hiroaki Nakanishi | ||||
(4) | Business | Engineering, manufacture and sale of ships, power systems, environmental improvement equipment, industrial machinery, aircraft, space systems, air-conditioner, etc. | Development, manufacture and sales of products and provision of services across 10 segments: Information & Telecommunication Systems, Power Systems, Social Infrastructure & Industrial Systems, Electronic Systems & Equipment, Construction Machinery, High Functional Materials & Components, Automotive Systems, Digital Media & Consumer Products, Financial Services, Others | ||||
(5) | Capital | 265,608 million yen | 458,790 million yen | ||||
(6) | Established | January 11, 1950 | February 1, 1920 | ||||
(7) | Number of issued shares | 3,373,647,813 | 4,833,463,387 | ||||
(8) | Fiscal year end | March 31 | March 31 | ||||
(9) | Number of employees | 68,213 (consolidated basis) | 326,240 (consolidated basis) | ||||
(10) | Main Customer | Domestic and overseas companies and governmental and municipal agencies | Domestic and overseas companies and governmental and municipal agencies | ||||
(11) | Main Banks | The Bank of Tokyo-Mitsubishi UFJ, Ltd. Mitsubishi UFJ Trust and Banking Corporationi Mizuho Corporate Bank, Ltd. | Mizuho Corporate Bank, Ltd. The Bank of Tokyo-Mitsubishi UFJ, Ltd. | ||||
(12) | Major shareholders and | Japan Trustee Services Bank, 4.35% The Master Trust Bank of 4.15% The Nomura Trust and Banking Co,. Ltd. (Retirement Allowance Trust, The Bank of Tokyo-Mitsubishi UFJ, Ltd. Account) 3.72% Meiji Yasuda Life Insurance Company (Standing proxy: Trust & Custody Services Bank, Ltd.) 2.37% JP Morgan Chase Bank 380055 2.27% SSBT OD05 OMNIBUS 2.23% Tokio Marine & Nichido Fire Insurance Co., Ltd. 1.49% The Nomura Trust and Banking Co,. Ltd. (Retirement Allowance Trust, Mitsubishi UFJ Trust and Banking Corporation Account) 1.36% The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account (Standing proxy: Mizuho Corporate Bank, Ltd.) 1.35% Japan Trustee Services Bank, Ltd. (Trust Account 9) 1.25% | The Master Trust Bank of 6.52% Japan Trustee Services Bank, 5.77% SSBT OD05 OMNIBUS 2.58% Hitachi Employees’ 2.57% State Street Bank and Trust Company 505224 (Standing proxy: Mizuho Corporate Bank, Ltd.) 2.18% Nippon Life Insurance Company 2.03% Japan Trustee Services Bank, Ltd. (Trust Account 9) 2.03% The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account (Standing proxy: Mizuho Corporate Bank, Ltd.) 1.93% State Street Bank and Trust Company 505225 1.49% The Dai-ichi Life Insurance Company, Limited 1.48%
| ||||
(13) | Relationship between parties | ||||||
Equity relationship | There is no important equity relationship. | ||||||
Human relationship | There is no important human relationship. | ||||||
Trade relationship | There is no important trade relationship. | ||||||
Related parties or not | MHI and Hitachi are not related parties each other. | ||||||
(14) | Business Results and Financial Status for Recent Three Fiscal Years | ||||||
MHI | Hitachi | ||||||
Fiscal Years | 2011.3 | 2012.3 | 2013.3 | 2011.3 | 2012.3 | 2013.3 | |
Net assets | 1,312,678 | 1,306,366 | 1,430,225 | 2,441,389 | 2,773,995 | 3,129,287 | |
Total assets | 3,989,001 | 3,963,987 | 3,935,119 | 9,185,629 | 9,418,526 | 9,809,230 | |
Net assets per share (yen) *1 | 376.17 | 374.08 | 410.90 | 318.73 | 382.26 | 431.13 | |
Revenues | 2,903,770 | 2,820,932 | 2,817,893 | 9,315,807 | 9,665,883 | 9,041,071 | |
Operating income | 101,219 | 111,961 | 163,520 | 444,508 | 412,280 | 422,028 | |
Ordinary income *2 | 68,113 | 86,182 | 149,028 | 432,201 | 557,730 | 344,537 | |
Net income | 30,117 | 24,540 | 97,330 | 238,869 | 347,179 | 175,326 | |
Net income per share (yen) | 8.97 | 7.31 | 29.01 | 52.89 | 76.81 | 37.28 | |
Dividends per share (yen) | 4.00 | 6.00 | 8.00 | 8.00 | 8.00 | 10.00 |
*1 Since Hitachi has been adopting U.S. accounting standards, this figure represents stockholders’ equity per share.
*2 Since Hitachi has been adopting U.S. accounting standards, this figure represents income before income taxes.
*3 Details of the Integrated Company will be announced in a timely manner when it is confirmed since it will be determined or scrutinized for the Company Split.
5. Overview of the Business to Be Transferred
Scope of the Business Integration will be as follows.
(i) Thermal power generation system businesses (gas turbines, steam turbines, coal gasification generating equipment, boilers, generators, etc.)
(ii) Geothermal power system business
(iii) Environmental equipment business
(iv) Fuel cells business
(v) Other related business
Subsidiaries and affiliates engaging in these businesses will be subject to the Business Integration.
Details of the Business Integration including assets, liabilities and contractual status, etc. to be transferred will be provided in the company split agreement which will be executed around the end of July 2013. Business results, assets and liabilities of the Integrated Business will be announced in a timely manner when they are confirmed.
6. Profiles of the Parties Post-Integration
Transferring Company | ||
(1) | Name | Mitsubishi Heavy Industries, Ltd. |
(2) | Head office | 16-5, Konan 2-chome, Minato-ku, Tokyo |
(3) | Representative | Shunichi Miyanaga |
(4) | Business | Engineering, manufacture and sale of ships, power systems, environmental improvement equipment, industrial machinery, aircraft, space systems, air-conditioner, etc. |
(5) | Capital | (Not yet determined) |
(6) | Fiscal year end | March 31 |
(7) | Net assets | (Not yet determined) |
(8) | Total assets | (Not yet determined) |
Transferring Company | ||
(1) | Name | Hitachi, Ltd. |
(2) | Head office | 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
(3) | Representative | Hiroaki Nakanishi |
(4) | Business | Development, manufacture and sales of products and provision of services across 10 segments: Information & Telecommunication Systems, Power Systems, Social Infrastructure & Industrial Systems, Electronic Systems & Equipment, Construction Machinery, High Functional Materials & Components, Automotive Systems, Digital Media & Consumer Products, Financial Services, Others |
(5) | Capital | (Not yet determined) |
(6) | Fiscal year end | March 31 |
(7) | Net assets | (Not yet determined) |
(8) | Total assets | (Not yet determined) |
Integrated Company | ||
(1) | Name | (Not yet determined) |
(2) | Head office | (Not yet determined) |
(3) | Representative | (Not yet determined) |
(4) | Business | (Not yet determined) |
(5) | Capital | (Not yet determined) |
(6) | Fiscal year end | (Not yet determined) |
(7) | Net assets | (Not yet determined) |
(8) | Total assets | (Not yet determined) |
* Details of the Business Integration will be provided in the company split agreement which will be executed around the end of July 2013.
7. Outline of Accounting
It will be announced in a timely manner when it is confirmed.
8. Outlook
The impact of the Company Split on business results or forecasts of MHI and Hitachi will be announced in a timely manner when it is confirmed.
About Mitsubishi Heavy Industries, Ltd.
Mitsubishi Heavy Industries, Ltd. (MHI), headquartered in Tokyo, Japan, is one of the world’s leading heavy machinery manufacturers, with consolidated sales of 2,817.8 billion yen in fiscal 2012, the year ended March 31, 2013. MHI’s diverse lineup of products and services encompasses shipbuilding, power plants, chemical plants, environmental equipment, steel structures, industrial and general machinery, aircraft, space systems and air-conditioning systems.
For more information, please visit the MHI website below: http://www.mhi.co.jp/en/index.html
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 320,000 employees worldwide. Fiscal 2011 (ended March 31, 2012) consolidated revenues totaled 9,665 billion yen ($117.8 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes information and telecommunication systems, power systems, industrial, transportation and urban development systems, as well as the sophisticated materials and key devices that support them. For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
Japan
Hitachi, Ltd.
Keisaku Shibatani
Tel: +81-3-5208-9324 (Direct)
Keisaku.shibatani.tj@hitachi.com
Contact
Mitsubishi Heavy Industries, Ltd.
Tel: +81-3-6716-2168 (Direct)
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
20 June 2013
Sweepstakes Celebrates Hitachi’s Sponsorship of Penske Racing and three-time Indianapolis 500 winner and Current IZOD IndyCar Series Championship Points Leader Helio Castroneves.
TARRYTOWN, NY (June 20, 2013) – Hitachi, the primary sponsor for nine races on the No. 3 Team Penske Dallara/Chevrolet driven by Helio Castroneves, three-time Indianapolis 500 winner and current IZOD IndyCar Series championship leader, today announced the launch of its Hitachi Motorsports microsite and the “Cheer for Gear” sweepstakes.
The new Hitachi Motorsports microsite is an integrated initiative promoting and highlighting the company’s achievements in developing innovative automotive technologies and its overall commitment to the Social Innovation Business, which ties into the company’s 2013 Global Brand Campaign entitled “Social Innovation – It’s Our Future.” The campaign slogan articulates Hitachi's ambition to solve serious global challenges with its Social Innovation Business. The microsite features information about Hitachi Automotive Systems' Gasoline Direct Injection solution – an important technology that enables automakers to comply with fuel economy and emissions requirements while maintaining the engine power that drivers expect. The microsite also provides details about Hitachi’s partnership with Team Penske and the IZOD IndyCar Series, the race schedule, and the latest updates on Helio Castroneves.
To share the excitement of Hitachi’s sponsorship with Team Penske and Castroneves with consumers, Hitachi Motorsports invites car racing fans to enter its “Cheer for Gear” sweepstakes for a chance to win authentic racing gear and diecast model cars autographed by Helio Castroneves. Additionally, by participating in the sweepstakes, each entrant will be entered automatically into the Grand Prize drawing to win a trip for two to the IZOD IndyCar Series race in Sonoma, Calif., in August 2013.
“We are thrilled to be working with Team Penske and Helio Castroneves on this promotion to bring fans actual race gear such as Helio’s helmet visor, gloves, and other exciting items. Fans will also have the chance to join in on the fun and become an honorary pit crew member for Helio’s team at an upcoming race. We are looking forward to sharing the excitement of this sweepstakes with fans while sharing information about Hitachi’s new Global Campaign, an integral part of our Sweepstakes. We wish all entrants the best of luck,” said Lauren Raguzin, Director, Branding and Corporate Communications Group for Hitachi America, Ltd.
“It’s awesome that Hitachi is giving fans the chance to win some of my gear and also to come out to a race and be a part of the Hitachi crew at the race in Sonoma,” said Castroneves. “The ‘Cheer for Gear’ sweepstakes is a great chance for fans to get closer to the action and experience the excitement of racing with Hitachi and Team Penske.”
Racing fans can enter each of the three sweepstakes by submitting a completed entry form and their response to the sweepstakes questions at www.facebook.com/hitachimotorsports during the period from June 19 through July 14, 2013. The promotion is open to all U.S. legal residents who are at least 18 years old or the age of majority in the state, in which they reside, whichever is older. No purchase is necessary to win. Please visit www.hitachi.us/motorsports to enter the “Cheer for Gear” sweepstakes and to view the Official Rules. The sweepstakes are being sponsored by Hitachi America, Ltd.
Raguzin noted, “Hitachi’s new 2013 Global Brand Campaign communicates the Hitachi Group's aspirations for the future to customers and business partners around the world, and is aimed at raising the understanding, commitment and value of the Hitachi brand. Under the campaign slogan “Social Innovation – It’s Our Future,” Hitachi’s campaign will reach 17 countries and regions around the world.
Through this campaign, Hitachi intends to build its brand as a global company in the Social Innovation Business and establish a competitive edge for business development going forward.”
About Hitachi America, Ltd.
Hitachi America, Ltd., a subsidiary of Hitachi, Ltd., headquartered in Tarrytown, New York, and its subsidiary companies, offer a broad range of electronics, power and industrial equipment and services, automotive products and consumer electronics with operations throughout the Americas. For more information, visit www.hitachi-america.us. For information on other Hitachi Group companies in the United States, please visit www.hitachi.us.
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others.
For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Press Contacts
U.S.A.
Lauren Raguzin
Hitachi America, Ltd.
(914) 333-2986
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
28 June 2013
Tokyo, June 28, 2013 --- Hitachi, Ltd. (TSE: 6501 / “Hitachi”) today announced that it has decided to transfer its construction business for power plant, transportation system and industrial plant and integrate them in Hitachi Plant Engineering & Services, Ltd. (“Hitachi Plant Engineering & Services”), a wholly owned subsidiary on October 1, 2013. The purpose of this restructuring is to strengthen and expand the infrastructure systems business. Hitachi will use a company split to transfer its construction and construction engineering business for power plants, transportation systems and industrial plants as well as design, manufacturing and construction business for dust collection systems to Hitachi Plant Engineering & Services. In conjunction with this restructuring, Hitachi Plant Engineering & Services will be renamed Hitachi Plant Construction, Ltd. (tentative name). Certain disclosures and details have been omitted as this transaction is the company split transferring businesses from Hitachi to its wholly owned subsidiary.
1. Purpose of Company Split
In recent years, investment in social and industrial infrastructure systems has increased on a global scale. At the same time, infrastructure must now be more advanced to both support economic development and the creation of a low-carbon society. In emerging countries in particular, rapid population growth, economic expansion and other developments are driving much higher demand for social infrastructure such as large-scale urban development, energy, transportation and water systems, in addition to industrial infrastructure, including industrial parks and natural resource development.
Hitachi is accelerating global development of its Social Innovation Business to solve issues facing society and customers through innovative solutions combining products, services and highly sophisticated IT. As part of this drive, in April 2013 Hitachi merged wholly owned subsidiary Hitachi Plant Technologies, Ltd., which had globally engaged in various businesses including manufacturing of large pumps, compressors and other components, EPC* for water treatment systems, air conditioning systems, chemical and pharmaceutical plants, and construction of power plants, transportation systems and other large plants.
In order to develop these efforts, by integrating Hitachi’s engineering capabilities including construction design and construction management for large-scale plants and Hitachi Plant Engineering & Services’ construction abilities, it is anticipated to create a business structure with outstanding technical abilities and competitiveness. The integration is expected to strengthen Hitachi’s capabilities for providing solutions for large-scale infrastructure systems, such as power plants, transportation systems and smart cities. It is also aimed at winning more orders in Japan and overseas.
*EPC: Engineering, Procurement and Construction
2. Outline of the Company Split
(1) Company Split Schedule
Execution of Company Spilt Agreement | August 2013 (Tentative) |
Scheduled Company Spilt Date (Effective Date) | October 1, 2013 (Tentative) |
* The company split is deemed to be a simple absorption-type company split at Hitachi, pursuant to Article 784, Paragraph 3 of the Companies Act of Japan, and a short-form absorption-type company split at Hitachi Plant Engineering & Services, pursuant to Article 796, Paragraph 1 of the Companies Act of Japan. Therefore, Hitachi and Hitachi Plant Engineering & Services do not plan to convene shareholders’ meetings to obtain approval for the company split agreement.
(2) Company Spilt Method
This is an absorption-type split in which Hitachi is the transferring company and Hitachi Plant Engineering & Services is the successor company.
(3) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Company Split
Hitachi has no outstanding stock acquisition rights or bonds with stock acquisition rights.
(4) Capitalization Changes Accompanying the Company Split
The company split will result in no change in capitalization of Hitachi.
(5) Outlook on Performance of Obligations
Obligations of Hitachi Plant Engineering & Services becoming due after the effective date of the company split are anticipated to be duly performed.
(6) Others
Other details on the company split will be announced when they are determined.
3. Profile of the Parties of the Company Split
. | Transferring Company | Successor Company |
Name | Hitachi, Ltd. | Hitachi Plant Engineering & Services, Ltd. |
Head Office | 6-6, Marunouchi 1-Chome, Chiyoda-ku, Tokyo | 1-3, Higashi-Ikebukuro 3-Chome, Toshima-ku, Tokyo |
Representative | Hiroaki Nakanishi, President | Nobuho Goto, President |
Business | Development, manufacture and sales of products and provision of service across 10 segments: Information & Telecommunication Systems, Power Systems, Social Infrastructure & Industrial Systems, Electronic Systems & Equipment, Construction Machinery, High Functional Materials & Components, Automotive Systems, Digital Media & Consumer Products, Financial Service, Others | Construction and construction services for power plants and industrial plants |
Capital | 458,790 million yen (As of March 31, 2013) | 120 million yen (As of March 31, 2013) |
Established | February 1, 1920 | April 16, 1964 |
Number of issued shares | 4,833,463,387 (As of March 31, 2013) | 120,000 (As of March 31, 2013) |
Fiscal year end | March 31 | March 31 |
Major shareholders and shareholding | - The Master Trust Bank of Japan, Ltd. (Trust Account) 6.52% - Japan Trustee Services Bank, Ltd. (Trust Account) 5.77% - SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS 2.58% - Hitachi Employees’ Shareholding Association 2.57% - State Street Bank and Trust Company 505224 2.18% (As of March 31, 2013) | Hitachi, Ltd. 100% |
Financial conditions and business results for the most recent fiscal year (Millions of yen unless otherwise specified) | ||
Net assets | 3,179,287 (Consolidated) | 3,700 (Unconsolidated) |
Total assets | 9,809,230 (Consolidated) | 10,267 (Unconsolidated) |
Net assets per share (yen)*1 | 431.13 (Consolidated) | 30,835 (Unconsolidated) |
Revenues | 9,041,071 (Consolidated) | 19,593 (Unconsolidated) |
Operation income | 422,028 (Consolidated) | 630 (Unconsolidated) |
Ordinary income*2 | 344,537 (Consolidated) | 641 (Unconsolidated) |
Net income*3 | 175,326 (Consolidated) | 290 (Unconsolidated) |
Net income per share (yen)*3 | 37.28 (Consolidated) | 2,423.76 (Unconsolidated) |
*1 Since Hitachi has been adopting U.S. accounting standards, this figure represents stockholders’ equity per shares.
*2 Since Hitachi has been adopting U.S. accounting standards, this figure represents income before income taxes.
*3 Since Hitachi has been adopting U.S. accounting standards, these figures represent net income attributable to Hitachi, Ltd. stockholders and net income attributable to Hitachi, Ltd. stockholders per share basic, respectively.
4. Overview of the Business to Be Transferred
(1) Business of the Business to Be Transferred
Construction and construction engineering for power plants, transportation systems and industrial plants as well as design, manufacturing and construction for dust collection systems
(2) Others
Other details concerning the business to be transferred will be announced as they are decided.
5. Status of Succeeding Company after Transfers
(1) Name | Hitachi Plant Construction, Ltd. (tentative name) |
(2) Headquarters | 1-3, Higashi-Ikebukuro 3-Chome,Toshima-ku, Tokyo |
(3) Representative | Nobuho Goto, President |
(4) Business | Construction, construction engineering and construction services for power plants, transportation systems and industrial plants as well as design, manufacturing and construction for dust collection systems |
(5) Capital | (Not yet determined) |
(6) Fiscal year end | March 31 |
6. Status of Hitachi After the Company Split
There will be no change in the company name, head office location, representative’s position or name, business activities, capital or fiscal year of Hitachi due to the company split.
7. Outlook
The company split will have no impact on the consolidated operating results of Hitachi.
(Reference) Consolidated Business Forecasts for the Year Ending March 31, 2014 (announced on May 10, 2013) and Consolidated Operating Results for the Previous Fiscal Year
. | Revenues | Operating Income | Income Before Income Taxes | Net Income Attributable to Hitachi, Ltd. Stockholders |
Consolidated Business Forecasts for Fiscal 2013 (Year ending March 31, 2014) | 9,200,000 | 500,000 | 425,000 | 210,000 |
Consolidated Operating Results for Fiscal 2012 (Year ended March 31, 2013) | 9,041,071 | 422,028 | 344,537 | 175,326 |
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others.
For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
Cautionary Statement
Certain statements found in this document 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 document.
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:
• economic conditions, including consumer spending and plant and equipment investment in Hitachi’s major markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the major industrial sectors Hitachi serves, including, without limitation, the information, electronics, automotive, construction and financial sectors;
• 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, particularly against the U.S. dollar and the euro;
• 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;
• the potential for significant losses on Hitachi’s investments in equity method affiliates;
• increased commoditization of information technology products and digital media-related products and intensifying price competition for such products, particularly in the Digital Media & Consumer Products segment;
• uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate new technologies on a timely and cost-effective basis and to achieve market acceptance for such products;
• rapid technological innovation;
• the possibility of cost fluctuations during the lifetime of, or cancellation of, long-term contracts for which Hitachi uses the percentage-of-completion method to recognize revenue from sales;
• 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;
• fluctuations in product demand and industry capacity;
• uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact of fluctuations in product demand, exchange rates and/or price of raw materials or shortages of materials, parts and components;
• uncertainty as to Hitachi’s ability to achieve the anticipated benefits of its strategy to strengthen its Social Innovation Business;
• uncertainty as to the success of restructuring efforts to improve management efficiency by divesting or otherwise exiting underperforming businesses and to strengthen competitiveness;
• uncertainty as to the success of cost reduction measures;
• general socioeconomic and political conditions and the regulatory and trade environment of countries where Hitachi conducts business, particularly Japan, Asia, the United States and Europe, including, without limitation, direct or indirect restrictions by other nations on imports and differences in commercial and business customs including, without limitation, contract terms and conditions and labor relations;
• uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may not control, with other corporations in the design and development of certain key products;
• uncertainty as to Hitachi’s access to, or ability to protect, certain intellectual property rights, particularly those related to electronics and data processing technologies;
• uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings of which the Company, its subsidiaries or its equity method affiliates have become or may become parties;
• the possibility of incurring expenses resulting from any defects in products or services of Hitachi;
• the possibility of disruption of Hitachi’s operations by earthquakes, tsunamis or other natural disasters;
• uncertainty as to Hitachi’s ability to maintain the integrity of its information systems, as well as Hitachi’s ability to protect its confidential information or that of its customers;
• uncertainty as to the accuracy of key assumptions Hitachi uses to evaluate its significant employee benefit-related costs; and
• uncertainty as to Hitachi’s ability to attract and retain skilled personnel.
The factors listed above are not all-inclusive and are in addition to other factors contained in other materials published by Hitachi.
Press Contacts
U.S.A.
Mickey Takeuchi
Hitachi America, Ltd.
+1-914-333-2987
masayuki.takeuchi@hal.hitachi.com
Japan
Keisaku Shibatani
Hitachi, Ltd.
+81-3-5208-9324
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
12 September 2013
Tarrytown, New York, September 12, 2013 – Hitachi America, Ltd. today announced the appointment of Mr. Kenji Nakamura as President and CEO. Mr. Nakamura, who has served as Chief Operating Officer for Hitachi America, Ltd. since July, 2013, succeeds Mr. Kensuke Oka, who has served as President and CEO since October, 2011. Mr. Oka will return to Japan to assume the role of President for Hitachi Document Solutions Co., Ltd., a newly formed company that will be headquartered in Tokyo. The appointments will be effective October 1, 2013.
In his new role, Mr. Nakamura will lead all business operations for Hitachi America, Ltd. Additionally, he will lead corporate business strategy and coordinate Group company collaboration. Mr. Nakamura has worked in the U.S. since 1989, and he has extensive experience in leading sales and marketing initiatives, particularly in the digital media sector. He also has experience in procurement, manufacturing and product planning.
“Kenji Nakamura is a brilliant strategist and a strong leader,” said Takashi Hatchoji, Group Chairman for the Americas and Chairman of the Board of Hitachi America, Ltd. “He has worked in the U.S. market for many years, and he has a firm understanding of Hitachi’s capabilities in the Social Innovation Business and the opportunities for its deployment here in the U.S.”
“I am honored and excited to serve as President and CEO of Hitachi America, Ltd.,” said Kenji Nakamura. “As the Regional Headquarters for Hitachi in North America, Hitachi America, Ltd. has an important role in guiding strategy and coordinating collaboration among the many Hitachi Group companies in the this region. Through its Social Innovation Business, Hitachi has numerous products, services and solutions that can create value for our business partners and customers.”
Prior to joining Hitachi America, Ltd., Mr. Nakamura served as Deputy General Manager, International Strategy Division, Hitachi, Ltd. Before that, he served as General Manager, Global Business Strategy for Hitachi Consumer Electronics Co. Mr. Nakamura currently resides in White Plains, NY.
About Hitachi America, Ltd.
Hitachi America, Ltd., headquartered in Tarrytown, New York, a subsidiary of Hitachi, Ltd., and its subsidiary companies, offers a broad range of electronics, power and industrial equipment and services, automotive products and consumer electronics with operations throughout the Americas. For more information, visit www.hitachi-america.us. For more information on other Hitachi Group companies in the United States, please visit www.hitachi.us.
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others. For more information on Hitachi, please visit the company’s website at http://www.hitachi.com.
Contacts
Lauren Raguzin
Hitachi America, Ltd.
(914) 333 - 2986
Lauren.Raguzin@hal.hitachi.com
Mickey Takeuchi
Hitachi America, Ltd.
(914)333-2987
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.
9 October 2013
--Enhancing global competitiveness by combining Hitachi’s technology development capabilities with the manufacturing technology of Taiwan’s Fortune Electric Co., Ltd.--
Tokyo, October 9, 2013 – Hitachi, Ltd. (TSE:6501) today announced an agreement with its technology partner, Fortune Electric Co., Ltd. of Taiwan, to establish the joint venture company Hitachi Fortune Transformer, Inc. in Taichung, Taiwan in January 2014 (“Hitachi Fortune Transformer”). With activities that will include the manufacturing of transformers, the new company is intended to strengthen Hitachi’s power transmission and distribution systems business. Hitachi Fortune Transformer will construct a facility for manufacturing extra high to high voltage transformers in the Port of Taichung Free Trade Zone in Taichung, Taiwan. The facility is scheduled to commence production in April 2015. The transformers produced by the joint venture will be marketed through Hitachi’s global sales network and will carry the Hitachi brand. The anticipated annual capacity of the facility in 2017 is 35 units of 400-MVA transformers or equivalent. The intention is that Hitachi will have a 60% stake in the new company, with Fortune holding the remaining 40%.
The global market for transformers (of 150 MVA or more and except Chinese market) is growing steadily, and is estimated to reach about 8 billion dollars by 2020. In addition to future demand from the leading countries such as North American market for upgrades as power transmission and distribution equipment comes due for replacement, plans are also being put in place for the construction of high-voltage transmission networks that can carry the electric power generated from renewable sources such as wind and solar power generation to cities. In Southeast Asia and the Middle East, meanwhile, there are numerous plans for the construction of wide-area transmission networks to cope with rapidly increasing demand for electric power as economies and populations grow. For these reasons, it is anticipated that demand for transformers will remain strong.
These background factors have motivated Hitachi to enter into this joint venture for transformer manufacturing with Fortune Electric with the aim of expanding its transformer business in the global market. Since first signing an agreement for the transfer of transformer technology with Hitachi in 1991, Hitachi’s partner, Fortune Electric, has supplied transformers to Taiwan and many other markets. Its capabilities include a high level of manufacturing know-how and cost competitiveness. By combining Hitachi’s technology development capabilities with the competencies of Fortune Electric, Hitachi Fortune Transformer will supply transformers with both the quality and competitiveness needed to thrive in the global market. The Port of Taichung Free Trade Zone in Taichung, Taiwan where the production facility is to be constructed is expected to provide a competitive site for manufacturing transformers, with a high degree of convenience due to its location at a hub for north-south transportation in Taiwan, as well as preferential arrangements such as a favorable taxation regime and exemptions from inspection and customs within the zone.
Hitachi’s power transmission and distribution systems business plays a central role in its power systems business. Hitachi also intends to improve the competitiveness of key products such as transformers, circuit breakers, and switchgear, and to expand its solutions business that combines IT and power electronics technology, such as equipment and control systems. In addition to strengthening its production facilities in Japan, North America, China, and other parts of the world, including upgrading the production capacity at its gas insulated switchgear plant in Indonesia in June this year, Hitachi is also seeking to deliver power transmission and distribution systems that suit specific national and regional requirements for enhancing and extending electric power transmission networks by working to expand its engineering sites in Southeast Asia, the Middle East, and elsewhere.
Profile of the joint venture company
Item | Description |
Company name | Hitachi Fortune Transformer, Inc. |
Management | Not yet appointed |
Location | Port of Taichung Free Trade Zone, Taichung |
Established | January 2014 |
Business activities | Design, manufacturing, inspection, sales, installation, and after-sales service for oil-filled transformers |
Capital | 1.4 billion New Taiwan dollars (approximately 4.5 billion yen) |
Shareholders | Hitachi, Ltd.: 60%, Fortune Electric Co., Ltd.: 40% |
Employees | Approximately 200 (estimate for 2020) |
Profile of the Fortune Electric Co., Ltd.
Item | Description |
Company name | Fortune Electric Co., Ltd. |
Management | Chairman: C. M. Hsu |
Location | Chung-Li City, Taoyuan |
Established | August 1969 |
Business activities | Manufacturing, sales, installation, and maintenance services for transformers, switchboards, high- and low-voltage switchgear, and other products for distribution, generation, and other power systems |
Sales | Approximately 4.5 billion New Taiwan dollars (approximately 14.4 billion yen) (2011) |
Capital | 2.6 billion New Taiwan dollars (approximately 8.2 billion yen) |
Employees | Approximately 600 (as of July 2011) |
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 326,000 employees worldwide. The company’s consolidated revenues for fiscal 2012 (ended March 31, 2013) totaled 9,041 billion yen ($96.1 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes infrastructure systems, information & telecommunication systems, power systems, construction machinery, high functional material & components, automotive systems and others. For more information on Hitachi, please visit the company’s website at http://www.hitachi.com.
Contacts
Japan
Yoshimasa Doi
Hitachi, Ltd.
+81-3-5208-9324
Singapore
Kazuko Amamoto
Hitachi Asia, Ltd.
+65-6212-1797
Hitachi in Canada
At Hitachi, green and digital innovation drives our mission as climate change innovators. Converging operational and information technologies, Hitachi is addressing societal and environmental challenges, shaping a greener, brighter tomorrow for all.