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.
March 22, 2019
Taipei, March 22, 2019 --- Hitachi, Ltd. (TSE: 6501, "Hitachi"), is currently conducting a public tender offer (1) to acquire all issued shares of Yungtay Engineering Co., Ltd. (TWSE: 1507, "Yungtay"), an elevator and escalator company based in Taiwan, via Hitachi Elevator Taiwan Co., Ltd., a wholly owned subsidiary of Hitachi from January 17, 2019 to April 22, 2019. Hitachi Elevator Taiwan Co., Ltd. decided to change this public tender offer price of 60.0 TWD per share in cash to 65.0 TWD per share in cash. Today, Hitachi applied to the Financial Supervisory Commission regarding this change. Hitachi made this decision for the purpose of encouraging shareholders of Yungtay to tender their shares and achieving its objective of this public tender offer faster and smoother by providing an attractive opportunity to more shareholders of Yungtay.
Hitachi, as the sole offeror during this public tender offer period, intends to acquire all issued shares of Yungtay, and incorporate Yungtay as a wholly owned subsidiary. With the acquisition, Hitachi aims to further strengthen collaboration with Yungtay, which has been a business partner of Hitachi for over 50 years, enhance the elevator and escalator business in the People's Republic of China and Asia, and accelerate the global expansion of its products and services. Hitachi is the best partner of Yungtay and aims to enhance the competitiveness of its products and maintenance services by incorporating Yungtay's product lineup and combining these products with advanced technology such as IoT which is the strength of Hitachi.
| Offer price for the tender offer | 65.0 TWD per share in cash |
| Tender offer period | From January 17, 2019 to April 22, 2019 |
| Number of issued shares (2) | 408,690,200 shares (excluding Yungtay's treasury shares) |
| Number of shares held by the Hitachi Group (3) | 47,725,739 shares |
| Maximum number of shares to be acquired | 360,964,461 shares (excluding Yungtay's treasury shares) |
| Minimum number of shares to be acquired | 88,504,328 shares (excluding Yungtay's treasury shares) |
| Tender agent for the tender offer | KGI Securities Co., Ltd. |
The offer price of 65.0 TWD per share represents the following premium against past stock prices:
- Sum of 49.15 TWD (Closing price on October 25, 2018, which is the day before Hitachi's announcement of the plan for this public tender offer) and 32.2% premium
- Sum of 48.78 TWD (Simple average of closing prices for one-month period up to and including October 25, 2018) and 33.3% premium
- Sum of 48.05 TWD (Simple average of closing prices for three-month period up to and including October 25, 2018) and 35.3% premium
Additionally, Hitachi obtained two fairness opinions regarding the offer price in this public tender offer from L&L, Leaven & Co., CPAs and BDO Taiwan, confirming that the offer price is appropriate. In the fairness opinion of L&L, Leaven & Co., CPAs, the fair value of the Yungtay share is valued between 40.27 TWD and 68.31 TWD. In the fairness opinion of BDO Taiwan, the fair value of the Yungtay share is valued between 55.15 TWD and 67.83 TWD. The offer price is within these ranges.
The prospectus and the fairness opinions that Hitachi obtained from L&L, Leaven & Co., CPAs and BDO Taiwan regarding this public tender offer are disclosed at the websites below:
- Market Observation Post System
The "Public Tender Offer Information" page (Chinese site only)
- Website of KGI Securities Co., Ltd.
| Company name | Yungtay Engineering Co., Ltd. |
| Headquarters | Taipei, Taiwan |
| Representative | Chairman: Ray Chun Su |
| Business overview | - Design, manufacture, sales, installation, repair, maintenance of elevators & escalators, and elevator & escalator motors - Sales & maintenance of construction machinery, cranes, components etc. |
| Year of foundation | 1966 |
| Capital (As of December 31, 2017) |
TWD 4,108.20 million (Approx. JPY 14.8 billion (4)) |
| Number of issued shares (2) |
408,690,200 shares (excluding Yungtay's treasury shares) |
| Shareholders (3) | Hitachi Group: 11.7% (Hitachi, Ltd. 7.8%, Hitachi Building Systems Co., Ltd. 3.9%) Chou-Li Hsu: 4.3% Others: 84.0% |
| Consolidated revenue | 19,581.65 million TWD (Approx. 70.5 billion JPY (4)) (2016) 16,752.21 million TWD (Approx. 60.3 billion JPY (4)) (2017) 14,858.62 million TWD (Approx. 53.5 billion JPY (4)) (2018) |
| Consolidated operating income |
2,137.96 million TWD (Approx. 7.7 billion JPY (4)) (2016) 1,478.92 million TWD (Approx. 5.3 billion JPY (4)) (2017) 975.63 million TWD (Approx. 3.5 billion JPY (4)) (2018) |
| Number of employees (Consolidated) (As of December 31, 2017) |
5,149 |
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society's challenges, combining its operational technology, information technology, and products/systems. The company's consolidated revenues for fiscal 2017 (ended March 31, 2018) totaled 9,368.6 billion yen ($88.4 billion). The Hitachi Group is an innovation partner for the IoT era, and it has approximately 307,000 employees worldwide. Through collaborative creation with customers, Hitachi is deploying Social Innovation Business using digital technologies in a broad range of sectors, including Power/Energy, Industry/Distribution/Water, Urban Development, and Finance/Social Infrastructure/Healthcare. For more information on Hitachi, please visit the company's website at http://www.hitachi.com.
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