Company: Hitachi, Ltd.
President: Etsuhiko Shoyama
Head Office: 4-6, Kanda-Surugadai, Chiyoda-ku, Tokyo
Company: Nissei Sangyo Co., Ltd.
President: Noriaki Higuchi
Head Office: 1-24-14, Nishi-Shimbashi, Minato-ku, Tokyo
|New Share Issue
and Allocation at Corporate Split
At meetings of their boards of directors today, Hitachi,
Ltd. (Hitachi) and Nissei Sangyo Co., Ltd. (Nissei Sangyo)
passed the following resolution on the number of new shares to be
issued by Nissei Sangyo and allocated to Hitachi in consideration
of the reorganization of the Hitachi Group's instruments and semiconductor
manufacturing equipment business announced on February 22, 2001.
1. New share issue and allocation
(1) Type of shares to be issued: Par value shares of common stock
of Nissei Sangyo
(2) Par value: ¥50
(3) Number of shares: 50,000,000
(4) Allocation method:
In accordance with the succession of Hitachi's Instruments and Semiconductor
Manufacturing Equipment businesses, all of the new shares to be issued
by Nissei Sangyo will be allocated to Hitachi.
(5) Calculation method:
Hitachi requested PricewaterhouseCoopers Financial Advisory Services
Co., Ltd. and Nissei Sangyo requested Goldman Sachs (Japan) Ltd. to
fairly and impartially value the business to be separated from Hitachi
and the corporate value of Nissei Sangyo, and to calculate the number
of new shares to be issued. The resolution was based on discussions
between Hitachi and Nissei Sangyo that referred to the results of
(6) Valuation method used by third party institutions:
To determine the value of the business to be separated, PricewaterhouseCoopers
used the DCF (discounted cashflow) method and the market price method
(the current price comparison method was used for the businesses Hitachi
is separating off), and Goldman Sachs used the DCF method and the
trading multiple analysis to evaluate the value of the business to
be separated and the corporate value of Nissei Sangyo and also took
into account the (dilution) effect of the new issue on the earnings
per share of Nissei Sangyo's shares.
Signing of split agreement: May 24, 2001 (scheduled)
Shareholders' Meeting of Nissei Sangyo: June 26, 2001 (scheduled)
Date of split: October 1, 2001 (scheduled)
For Hitachi, Ltd., this transaction is considered a corporate split
without approval of shareholders meeting as defined by Article 374-22
of the Commercial Code.
|WRITTEN BY Corporate Communications Division