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3.
Share Exchange Terms and Conditions |
(1) Schedule (provisional)
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(2) Ratio of Exchange
Hitachi requested Nomura Securities Co., Ltd. ("Nomura Securities"),
UNISIA JECS requested Mizuho Securities Co., Ltd. ("Mizuho Securities")
to calculate the ratio for the exchange of shares. The results
of these calculations were referred to in discussions between
the two companies, which agreed to the ratio shown below. The
following ratio may be subject to change following discussions
between the parties in the event that there should arise any significant
change in the terms and conditions used to arrive at the ratio.
Notes: |
a) |
Share allocation ratio
There will be an allocation of 0.197 shares of Hitachi stock
per share of UNISIA JECS stock. However, there will be no
allocation of shares with respect to UNISIA JECS stock held
by Hitachi. |
b) |
Result, method and basis of calculation
by third-party institution
Nomura Securities used the market price analysis to evaluate
Hitachi, and the market price analysis, discounted cash
flow (DCF) analysis and the comparable companies analysis
to evaluate UNISIA JECS. The results were used as a basis
for calculating the share exchange ratio. Mizuho Securities
used the market price analysis and the comparable companies
analysis to evaluate Hitachi, and the market price analysis,
the comparable companies analysis and discounted cash flow
(DCF) analysis to evaluate UNISIA JECS. The results were
used as a basis for calculating the share-exchange ratio.
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c) |
Number of Hitachi shares to be
issued for the exchange:
25,143,245 ordinary shares |
d) |
Date from which the dividend on
the new shares is calculated:
October 1, 2002 |
e) |
Hitachi may use its treasury stock
in substitution for a part of Hitachi's shares to be issued
for the exchanges. |
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4. Outline of Each Company |
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Information contained in this news release is current as of the date of the press announcement, but may be subject to change without prior notice. |
WRITTEN BY Corporate Communications Division
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