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Tokyo, Japan, May 28, 2002 -- Hitachi, Ltd. (TSE:6501, NYSE:HIT,
Hitachi) and UNISIA JECS Corporation (TSE:7205, UJ) 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 April
18, 2002.
Outline of the share exchange agreement
1. Methodology
Hitachi and UJ 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 UJ and have UJ become a wholly- owned subsidiary of Hitachi.
2. Shares to be issued and allotted for share exchange
Hitachi shall issue a total of 25,143,245 ordinary shares for allocation
to UJ 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 UJ shall receive 0.197 shares of Hitachi
stock per share of UJ stock held. However, there will be no allocation
of shares with respect to the 25,535,000 shares of UJ 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 UJ 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 UJ.
5. Approval of the agreement
UJ 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
| |
May 28, 2002 |
Signing of the share exchange
agreement |
| June 27, 2002 |
Shareholder approval of
the share exchange agreement
(ordinary general meeting of shareholders of UJ) |
| September 25, 2002 |
Delisting of UJ from Tokyo
Stock Exchange |
| September 30, 2002 |
Deadline for the submission
of UJ share certificates by shareholders |
| October 1, 2002 |
Effective date of the share
exchange |
About Hitachi, Ltd.
Hitachi, Ltd., headquartered in Tokyo, Japan, is one of the world's
leading global electronics companies, with fiscal 2001 (ended March
31, 2002) consolidated sales of 7,993.7 billion yen ($60.1 billion*)
The company manufactures and markets a wide range of products, including
computers, semiconductors, consumer products and power and industrial
equipment. For more information on Hitachi, Ltd., please visit Hitachi's
Web site at http://global.hitachi.com
*At an exchange rate of 133 yen to the dollar.
About UNISIA JECS Corporation
UNISIA JECS CORPORATION, headquartered in Atsugi, Kanagawa, Japan,
is one of the world's leading automotive parts suppliers, with fiscal
2001 (ended March 31, 2002) consolidated sales of 199.4 billion yen
($1.5 billion*) The company manufactures and markets products, including
engine components, engine management systems, anti-lock braking systems
and power steering systems.
*At an exchange rate of 133 yen to the dollar.
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