UNISIA JECS CORPORATION NOW Wholly Owned Hitachi Subsidiary
TOKYO--April 18, 2002--Hitachi, Ltd. and UNISIA JECS CORPORATION today announced that in accordance with a memorandum of understanding signed by their respective boards of directors, Hitachi, Ltd. will make UNISIA JECS a wholly owned subsidiary through an exchange of shares. The transaction is being made to strengthen the companies' automotive products businesses.Hitachi currently holds 16.7% of UNISIA JECS' equity. Integrating their operations will enable the two companies to implement speedy and effective development of the business, further strengthening their competitiveness in the growing automotive products business.
The share exchange agreement will be concluded towards the end of May 2002, and, upon approval at Unisia Jecs' ordinary general meeting of shareholders, which is scheduled to take place in late June, the share exchange transaction is expected to take place on October 1, 2002. Also on October 1, UNISIA JECS will change its corporate name to Hitachi-Unisia Automotive, Ltd. As a result of the share exchange, shares of UNISIA JECS will be delisted as of September 25, 2002.
1. Gist of the agreement
The Hitachi Group's goal is to be a global supplier able to provide comprehensive solutions based on information systems services and social infrastructure systems. Hitachi is implementing a consolidated management policy that includes reorganization of businesses, alliances, mergers and acquisitions. This will ensure that subsidiaries engaged in core hardware and other business areas essential to this goal, are wholly-owned members of the Hitachi Group.
The purpose of making UNISIA JECS a wholly owned subsidiary is to further expand the automotive products business. This encompasses solutions for enhancing comfortable and convenient life, and ecologically green solutions, where the Hitachi Group has set its strategic targets.
With UNISIA JECS as a wholly owned subsidiary, the Hitachi Group can combine technology related to basic automotive functions, such as braking and steering, with Hitachi's motor actuator and engine control technology and cutting-edge IT and electronics technologies, which is needed to enter the ubiquitous information society. In areas ranging from fuel cells, electric automobiles, hybrid cars and other environmentally-friendly power-train technologies to integrated vehicle control and telematics services, advanced technologies will be indispensable to automobiles in the ubiquitous information society. This transaction will make it possible for the Hitachi Group to meet the future needs of the automotive industry in its quest for new technologies that combine mechatronics, electronics and IT.
The Hitachi Group will also use this transaction as an opportunity to further strengthen the automotive parts business through its R&D and financial capabilities, personnel deployment and automotive business.
2. The advantages of making UNISIA JECS a wholly owned
automotive-parts subsidiary
Engine control equipment, electric vehicle drive systems, on-board information devices (electronic toll collection (ETC) systems and vehicle information and communication systems (VICS)) and electrical equipment for vehicles are just some of the automotive product areas in which the Hitachi Group is involved. In recent years, the group has been expanding operations in a number of other important sectors. These include electric power-trains and low-emission engines, which relate to the environment, adaptive cruise control systems; electric brakes, which relate to safety and driving comfort; and information-related products, such as car navigation and telematics systems.
A broad-based development of operations is under way, covering the car navigation and telematics business of Xanavi Informatics Corporation (which became a wholly-owned subsidiary in December 2000) to the Semiconductor & Integrated Circuits Group's automotive semiconductor business, as well as materials, functional parts, infrastructures and solutions of many other business groups and affiliated companies.
UNISIA JECS manufactures automotive systems and components that underpin every area of basic vehicle function: engine, drive train, suspension, steering and brakes. It has advanced technology for combining mechanical, hydraulic and electronic control systems, and application engineering to vehicles. In recent years, amid an increasing emphasis on environmental conservation and safety, UNISIA JECS has been expanding operations in the areas of Valve Timing Control systems (VTC), steering systems and brake systems.
In April 1999, Hitachi took an equity position in UNISIA JECS as part of an alliance between the two companies relating to vehicle control in an Intelligent Transport System (ITS). Since then, UNISIA JECS has been a valuable partner in the automotive parts business, working with Hitachi on the joint development and marketing of a number of products, including engine control equipment and the new area of adaptive cruise control systems.
With UNISIA JECS as a wholly owned subsidiary, the Hitachi Group can combine Hitachi's sensor-based information verification and advanced electronic control technologies with UNISIA JECS' world-class brake and steering technologies and application engineering to vehicles. This will greatly enhance the group's competitiveness in such areas as electric brake products and adaptive cruise control systems.
In some areas such as engine control equipment where there is some overlap between the two companies' operations, it will be possible to increase efficiency by concentrating investment in development and centralizing production equipment, thus strengthening engineering capabilities and boosting cost-competitiveness.
As a leading presence in automotive areas relating to ecology, safety, driving comfort and information systems, the Hitachi Group will be able to develop and provide products that combine enhanced automotive functionality with convenience.
Looking to the future, to expand this area of operations and become more competitive, the two companies will focus on making effective use of their domestic and international networks, as well as on building an optimized business system, including through alliances inside and outside the Hitachi Group, that will enable them to provide solutions that meet customers' requirements.
3. Share Exchange Terms and Conditions
(1) Schedule (provisional)
April 18, 2002 Board of directors approves memorandum of
understanding for share exchange
April 18, 2002 Signing of memorandum of understanding for
share exchange
Late May, 2002 Board of directors to approve share exchange
agreement
June 27, 2002 Shareholder approval of share exchange
agreement
(ordinary general meeting of shareholders of
UNISIA JECS)
September 25, 2002 Delisting of UNISIA JECS from Tokyo Stock
Exchange
October 1, 2002 Exchange of shares
In accordance with the provisions of Paragraph 1 of Article 358 of the Commercial Code of Japan, Hitachi shall perform the share exchange with UNISIA JECS without the approval of Hitachi's general meeting of shareholders.
(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.
------------------------- --------------------- --------------------
Company Hitachi UNISIA JECS
------------------------- --------------------- --------------------
Share exchange ratio 1 0.197
------------------------- --------------------- --------------------
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.
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.
4. Outline of Each Company
------------------ --------------------------- -----------------------
Trade Name Hitachi, Ltd. UNISIA JECS CORPORATION
(Parent) (Subsidiary)
------------------ --------------------------- -----------------------
Business Development, manufacture, Manufacture and sales
sales and services of of automotive parts,
information electronics, industrial machinery,
power and industrial electric machinery and
systems, home electronics, others.
material and others.
------------------ --------------------------- -----------------------
Date established February 1, 1920 May 1, 1956
(Founded 1910)
------------------ --------------------------- -----------------------
Head Office 6, kanda-Surugadai 4-chome, 1370 Onna Atsugi,
Chiyoda-ku, Tokyo, Japan Kanagawa Prefecture,
Japan
------------------ --------------------------- -----------------------
President Etsuhiko Shoyama Kouichiro Tohda
President and Director President and Director
------------------ --------------------------- -----------------------
Capital stock 281,755 million yen 12,900 million yen
(*1)
------------------ --------------------------- -----------------------
Shares issued 3,337,934,819 153,165,687
(*1)
------------------ --------------------------- -----------------------
Shareholders' 1,584,112 million yen 48,996 million yen
equity (*1)
------------------ --------------------------- -----------------------
Total assets 3,783,804 million yen 155,895 million yen
(*1)
------------------ --------------------------- -----------------------
End of fiscal year March 31 March 31
------------------ --------------------------- -----------------------
Number of 54,281 3,852
employees (*1)
------------------ --------------------------- -----------------------
Major customers Manufacturing and sales Nissan Motor Co., Ltd.
companies in and outside Fuji Heavy
Japan, and government Industries Co., Ltd.
agencies JATCO Corporation,
et al.
------------------ --------------------------- -----------------------
Major Japan Trustee Services Nissan Motor
shareholders Bank, Ltd. 5.81% Co., Ltd. 25.3%
and shareholding The Chase Manhattan Hitachi, Ltd. 16.7%
ratios (*1) Bank, N.A. London 3.99% Robert Bosch
Nippon Life Insurance GmbH 10.1%
Company 3.93%
------------------ --------------------------- -----------------------
Main banks (*2) Mizuho Corporate Bank, Ltd. Mizuho Corporate
UFJ Bank Limited Bank, Ltd.
Mitsubishi Trust &
Banking Corp.
The Asahi Bank, Ltd.
The Bank of
Yokohama, Ltd.
----------------------------------------------------------------------
Relations Capital Exchange Hitachi, Ltd. as the
between the shareholder, holds 16.7% of
companies UNISIA JECS' issued shares
------------------- -------------------------------
Staff Exchange Two of UNISIA JECS's employee,
is temporary transfer from
Hitachi.
Three of UNISIA JECS's
employee, is transfer domicile
from Hitachi.
------------------- -------------------------------
Business Exchange Dealing of a product and parts
------------------ ------------------- -------------------------------
Note1: As of March 31, 2002. However, (*1) is as of September 30,
2001, (*2) is as of April 1, 2002
Note2: As of March 31, 2002, Hitachi's capital amounted to 282,032
million yen, and common stock issued amounted to 3,338,481,041
shares.
As of March 31, 2002, UNISIA JECS' capital amounted to 12,900
million yen, and common stock issued amounted to 153,165,687
shares.
5. Financial Results (for the most recent three years)
(Unconsolidated (In million yen,
Financial Statements) except per share amounts)
---------- --------- --------- --------- --------- --------- ---------
Hitachi, Ltd. UNISIA JECS CORPORATION
(Parent) (Subsidiary)
---------- --------- --------- --------- --------- --------- ---------
Fiscal 1999/3/31 2000/3/31 2001/3/31 1999/3/31 2000/3/31 2001/3/31
year
ended
---------- --------- --------- --------- --------- --------- ---------
Net sales 3,781,118 3,771,948 4,015,824 185,019 185,640 175,471
---------- --------- --------- --------- --------- --------- ---------
Operating (95,494) 40,865 98,577 (269) (48) 2,501
income
(loss)
---------- --------- --------- --------- --------- --------- ---------
Ordinary (114,920) 31,787 56,058 95 (3,510) 1,845
income
(loss)
---------- --------- --------- --------- --------- --------- ---------
Net income (175,534) 11,872 40,121 (1,168) (13,965) 2,727
(loss)
---------- --------- --------- --------- --------- --------- ---------
Net income (52.59) 3.56 12.02 (7.63) (91.18) 17.81
(loss)
per share
(yen)
---------- --------- --------- --------- --------- --------- ---------
Annual 5.50 6.00 11.00 2.50 -- 2.50
dividends
per share
(yen)
---------- --------- --------- --------- --------- --------- ---------
Share- 480.20 475.26 496.81 366.36 296.47 324.33
holders'
equity
per share
(yen)
---------- --------- --------- --------- --------- --------- ---------
(Consolidated Financial (In million yen, except
Statements) per share amounts)
---------- --------- --------- --------- --------- --------- ---------
Hitachi, Ltd. UNISIA JECS CORPORATION
(Parent) (Subsidiary)
---------- --------- --------- --------- --------- --------- ---------
Fiscal 1999/3/31 2000/3/31 2001/3/31 1999/3/31 2000/3/31 2001/3/31
year
ended
---------- --------- --------- --------- --------- --------- ---------
Net sales 7,977,374 8,001,203 8,416,982 195,497 200,540 195,515
---------- --------- --------- --------- --------- --------- ---------
Operating (34,074) 174,364 342,312 135 266 3,774
income
(loss)
---------- --------- --------- --------- --------- --------- ---------
Ordinary (221,174) 79,235 323,655 -- -- --
income
(loss)
---------- --------- --------- --------- --------- --------- ---------
Income (318,834) 31,733 158,794 -- -- --
before
minority
interests
---------- --------- --------- --------- --------- --------- ---------
Ordinary -- -- -- 475 (4,073) 2,588
income
(loss)
---------- --------- --------- --------- --------- --------- ---------
Net income (327,611) 16,922 104,380 (1,344) (14,996) 2,630
(loss)
---------- --------- --------- --------- --------- --------- ---------
Net income (98.15) 5.07 31.27 (8.78) (97.91) 17.18
(loss)
per share
(yen)
---------- --------- --------- --------- --------- --------- ---------
Share- 900.57 895.08 857.27 402.76 333.45 317.28
holders'
equity
per share
(yen)
---------- --------- --------- --------- --------- --------- ---------
6. Changes after share exchanges
(1) Trade name, business, head-office location:
On October 1, UNISIA JECS will change its corporate name to
Hitachi-Unisia Automotive, Ltd. There is no change of the business
and a head-office location.
(2) Capital and Capital Reserve
It has not been decided whether there will be increase in
Hitachi's capital and capital reserve.
(3) Change of the president of UNISIA JECS
Mr. Kouichiro Tohda, currently president of UNISIA JECS, will step
down and Mr. Katsukuni Hisano, currently senior vice president and
director of Hitachi, will become president.
(Mr. Hisano will assume the presidency following the approval of
the board of directors at a meeting convened following the
ordinary general meeting of the shareholder of UNISIA JECS in June
27, 2002.)