Tokyo, April 28, 2022 --- Hitachi, Ltd. (TSE:6501, “Hitachi”) today announced it has entered into a basic agreement with HTSK Co., Ltd. (the “Offeror”), a wholly owned subsidiary of HTSK Holdings Co., Ltd. (the “Offeror Parent”), all equity interests in which are currently owned by HTSK Investment L.P. (“KKR Fund”), which is indirectly held and operated by Kohlberg Kravis Roberts & Co. L.P., whereby (1) the Offeror will launch a tender offer (“Tender Offer”) for common shares of Hitachi Transport System, Ltd. (“Hitachi Transport System”), an equity method affiliate of Hitachi (ownership ratio*: 39.91%), around late September 2022 and Hitachi will not tender any of its shares of Hitachi Transport System (33,471,578 shares, “Shares to Be Sold by Hitachi”) in the Tender Offer, (2) Hitachi will sell the Shares to Be Sold by Hitachi in accordance with the share repurchase to be conducted by Hitachi Transport System (Transaction Price: approx. 222.0 billion yen, 6,632 yen per share), and (3) Hitachi obtains 10.0 billion yen worth of the Offeror Parent’s shares with voting rights (equivalent to 10% of the total voting rights, a series of transactions as the “Transaction”).
In addition, upon the Transaction, (i) Hitachi, Hitachi Transport System, and KKR Fund will enter into business capital partnership agreements regarding Hitachi Transport System’s operations, and (ii) Hitachi and Hitachi Transport System will enter into ancillary agreement(s) to ensure smooth operation of Hitachi Transport System and a shareholders agreement in connection with operations of Hitachi Distribution Software Co., Ltd.
If all of the Shares to Be Sold by Hitachi are transferred in the fiscal year ending March 2023 (April 1, 2022 to March 31, 2023) in the Transaction, Hitachi plans to post an extraordinary gain of approximately 210.0 billion yen in gains on sale of affiliated companies’ common shares in its unconsolidated statements of operations for the fiscal year ending March 31, 2023. In addition, Hitachi plans to record a gain on business reorganization and others in the amount of approximately 140.0 billion yen in its consolidated accounts as other income.
Hitachi will use the proceeds obtained from the Transaction as a source of funds for strengthening its financial base and investing in growth opportunities etc., and will strive to enhance its corporate value through social innovation business which support people’s quality of life through fostering a sustainable society with data and technology.
Also, Hitachi aims for further expansion of the Lumada business and will continue to collaborate with Hitachi Transport System in areas such as logistics digital solutions to enhance warehouse operations and transportation and delivery.
* The ownership percentage, here and throughout this release, refers to the percentage (rounded to the second decimal place) of the number of the Shares to Be Sold by Hitachi based on a total amount of 83,873,184 shares, which has been calculated by deducting the number of treasury shares held by Hitachi Transport System as of March 31, 2022 (228,530 shares, excluding the 184,700 shares held by the trust for the performance-based employee stock ownership plan) from the total number of issued shares (84,191,714 shares) as stated in the Financial Statements for the Year Ended March 31, 2022 (IFRS) (consolidated), released by Hitachi Transport System as of April 28, 2022.