August 6, 2013
Hitachi Conclude Absorption-type Company Split Agreement Relating to Restructuring of Power Plant, Transportation System and Industrial Plant Construction Businesses
~ Aims to Integrate Design, Manufacturing and Sales to Provide Faster Response to Diversifying Customer Needs and Strengthen the Business ~
Tokyo, August 6, 2013 – Hitachi, Ltd. (TSE: 6501 / “Hitachi”) on June 28, 2013 announced that it had decided to transfer its construction business for power plants, transportation systems and industrial plants (“businesses to be transferred”) and integrate them in Hitachi Plant Engineering & Services, Ltd. through a company split on October 1, 2013, with the aim of strengthening and expanding the infrastructure systems business.
Today, Hitachi concluded an absorption-type company split agreement. Having signed this agreement, Hitachi has also announced matters that were undecided in the press release issued on June 28, 2013, as follows. Changes to that press release are underlined.
1. Outline of the Company Split
(1) Company Split Schedule
|Execution of Absorption-type Company Split Agreements
||August 6, 2013
|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 Split Method
This is an absorption-type split in which Hitachi is the transferring company and Hitachi Plant Engineering & Services is the successor company.
(3) Details of Allotments Related to the Company Split
Hitachi Plant Engineering & Services will allot one share of common stock to Hitachi on October 1, 2013.
(4) 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.
(5) Capitalization Changes Accompanying the Company Split
The company split will result in no change in capitalization of Hitachi.
(6) Succession of Rights and Obligations
Hitachi Plant Engineering & Services will succeed to assets, claims and obligations, contractual status and intellectual property of Hitachi relating only to the businesses to be transferred.
Furthermore, the statuses under contract of labor agreements with employees of Hitachi engaging in the businesses to be transferred and the rights and obligations based on these agreements will not be transferred to Hitachi Plant Engineering & Services due to the company split. The employees will remain in the employment of Hitachi, and Hitachi will loan them out to Hitachi Plant Engineering & Services, which will engage the employees in the businesses to be transferred.
(7) Prospect of Fulfillment of Obligations
Obligations of Hitachi Plant Engineering & Services becoming due after the effective date of the company split are anticipated to be duly performed.
2. Overview of the Business to Be Split
(1) Business of the Business to Be Split
Construction and construction engineering for power plants, transportation systems and industrial plants as well as design, manufacturing and construction for dust collection systems
(2) Business Results of Business to Be Split (Unconsolidated)
Revenues: 79,140 million yen (Year ended March 31, 2013)
(3) Assets and Liabilities to Be Split (As of October 1, 2013)
|Assets to be split
||Accounts receivable, inventory, tangible and intangible fixed assets, etc.
|Liabilities to be split
||Accounts payable, advances received, etc.
3. Status of Succeeding Company after Company Split
||Hitachi Plant Construction, Ltd.
||1-3, Higashi-Ikebukuro 3-Chome,Toshima-ku, Tokyo
||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
||3,000 million yen
|(6) Fiscal year end