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Tokyo,
Japan, May 23, 2002 -- Hitachi, Ltd. (TSE:6501, NYSE:HIT, Hitachi)
and Hitachi Electronics Engineering Co., Ltd. (TSE:6873, Hitachi Electronics
Engineering) today announced that they have signed a share exchange
agreement today, in accordance with decisions taken by their respective
boards of directors. The agreement is based on a memorandum by the
two parties dated March 28, 2002.
Outline of the share exchange agreement
1. Methodology
Hitachi and Hitachi Electronics Engineering shall exchange shares
in accordance with the method stipulated in Articles 352 through 363
of the Commercial Code of Japan to have Hitachi become the parent
company, retaining whole ownership in Hitachi Electronics Engineering
and have Hitachi Electronics Engineering become a wholly- owned subsidiary
of Hitachi.
2. Shares to be issued and allotted for share exchange
Hitachi shall issue a total of 4,500,000 ordinary shares for allocation
to Hitachi Electronics Engineering shareholders, including beneficial
shareholders listed in the company's shareholders register, including
the register of beneficial shareholders, at the close of business
on the day prior to the share exchange date. Shareholders of Hitachi
Electronics Engineering shall receive 0.5 shares of Hitachi stock
per share of Hitachi Electronics Engineering stock held. However,
there will be no allocation of shares with respect to the 21,415,000
shares of Hitachi Electronics Engineering stock held by Hitachi.
3. Initial date for calculating dividends
The initial date for calculating dividends payable on the shares issued
for the share exchange in the preceding article shall be October 1,
2002.
4. Amount of capital and capital reserve
There will be no increase in the capital of Hitachi. Hitachi's capital
reserve shall increase by the amount of net assets of Hitachi Electronics
Engineering that remain outstanding on the effective date of the share
exchange, multiplied by the ratio of: the number of shares to be transferred
to Hitachi upon the share exchange to the total number of issued shares
of Hitachi Electronics Engineering.
5. Approval of the agreement
Hitachi Electronics Engineering shall propose for shareholder approval
the share exchange agreement and share exchange at its ordinary general
meeting of shareholders scheduled for June 27, 2002.
In accordance with the provisions of Paragraph 1 of Article 358 of
the Commercial Code of Japan, Hitachi does not plan to submit the
share exchange agreement for approval at Hitachi's ordinary general
meeting of shareholders.
Schedule of the share exchange
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May 23, 2002 |
Board of directors to approve the share
exchange agreement; Signing of the share exchange agreement
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June 27, 2002 |
Shareholder approval of the share exchange
agreement
(ordinary general meeting of shareholders of Hitachi Electronics
Engineering)
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September 25, 2002 |
Delisting of Hitachi Electronics Engineering
from Tokyo Stock Exchange
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September 30, 2002 |
Deadline for the submission of Hitachi
Electronics Engineering share certificates by shareholders
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October 1, 2002 |
Effective date of the share exchange |
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