August 6, 2013
Hitachi Conclude Absorption-type Company Split Agreement Relating to the Restructuring of Power Semiconductor Business
~ 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 11, 2013 announced that it had decided to create an integrated framework encompassing design, manufacturing and sales in power semiconductors by transferring its design, manufacturing, quality assurance, sales and other operations of the power semiconductor business (“businesses to be transferred”) to Hitachi Haramachi Electronics Co., Ltd. through a company split on October 1, 2013, in order to provide a faster response to diversifying customer needs in this 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 11, 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 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) Details of Allotments Related to the Company Split
Hitachi Haramachi Electronics’ 150,000 share of common stock will be allotted to Hitachi on October 1, 2013.
(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Company Split
Hitachi has not issued any 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 Haramachi Electronics will succeed to all rights and obligations of Hitachi relating only to the business to be transferred, including assets, intellectual property, claims, obligations, contractual status and labor agreements.
(7) Prospect of Fulfillment of Obligations
Obligations of Hitachi Haramachi Electronics 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
Design, Manufacturing, Quality assurance and Sales, etc. of Power Semiconductor Business
(2) Business Results of Business to Be Split (Unconsolidated)
Revenues: 18,900 million yen (Year ended March 31, 2013)
(3) Assets and Liabilities to Be Split (As of October 1, 2013)
|Assets to be split
||Inventory, Tangible and Intangible fixed assets, Account receivable, etc.
|Liabilities to be split
||Account payable, etc.
3. Status of Succeeding Company after Company Split
||Hitachi Power Semiconductor Devices Co., Ltd. (Tentative)
||2-2, Omika-cho 5-chome, Hitachi City, Ibaraki
(Headquarter of Tokyo: 18-13, Sotokanda 1-chome, Chiyoda-ku, Tokyo)
||Design, manufacture and sales of semiconductor and application products
||450 million yen
|(6) Number of employees
|(7) Major shareholders and shareholding
||Hitachi, Ltd. 100%