Overview of the News Release
Hitachi, Ltd. today announced that it has concluded an absorption-type company split agreement regarding the transfer of its diagnostic imaging-related business (CT, MRI, X-ray systems, Ultrasound and electronic health records) to FUJIFILM Corporation, and has decided to set the closing date of share transfer, which had not yet been decided, to March 31, 2021.
For more details, please refer to the following.
Tokyo, February 18, 2021 --- Hitachi, Ltd. (TSE: 6501, “Hitachi”) announced in the news release issued on December 18, 2019 that it has decided to execute an absorption-type split (the “Company Split”) involving the diagnostic imaging-related business (the “Business”), currently undertaken by Hitachi and its consolidated subsidiaries and affiliate companies, through which the Business will be transferred to a newly established company serving as a successor company (FUJIFILM Healthcare Corporation), and transfer all shares in FUJIFILM Healthcare Corporation to FUJIFILM Corporation (TSE: 4901, “Fujifilm”) (such share transfer, the “Share Transfer”) after the Company Split.
Having concluded the absorption-type company split agreement (the “Company Split Agreement”) today, Hitachi has announced matters as follows, some of which had not yet been decided in the news release on December 18, 2019 and May 28, 2020. The matters which have been decided and changes since the previous news release are underlined.
Hitachi, in its healthcare business, will accelerate global rollout of its particle therapy treatment systems, a highly reliable system with outstanding track record of treating over 65,000 patients, strengthen its in-vitro diagnostic systems business that enables early detection of diseases, and for the future, Hitachi will expand its cell manufacturing solutions deploying its expertise in regenerative medicine. Hitachi will also continue to offer high value-added services in the IT field, such as medical and nursing data linkage platform and new services utilizing AI and analytics. Furthermore, Hitachi will broaden its healthcare business into group-wide efforts by leveraging its strengths in digital technologies to create social, environmental, and economic values and contribute to the realization of a sustainable society.
1. Outline of the Company Split
(1) Schedule of the Company Split
Signing of the share purchase agreement - December 18, 2019
Signing of the company split agreement - February 18, 2021
Effective date for Company Split and closing date of Share Transfer - March 31, 2021 (Tentative)
(*) The transaction is subject to customary closing conditions and regulatory approvals. Hitachi will perform the Company Split without holding general meetings of shareholder to obtain approval for the absorption-type split agreement since the Company Split falls under an “abbreviated split” as set forth in Paragraph 2, Article 784 of the Company Act with respect to Hitachi.
(2) Company split method
The split is an absorption-type split under which Hitachi will be the splitting company and FUJIFILM Healthcare Corporation is the succeeding company.
(3) Details of allotments related to Company Split
FUJIFILM Healthcare Corporation will issue 99 common stocks accompanying the Company Split. All of the stocks will be allocated to Hitachi.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights accompanying Company Split
There will be no changes in the handling of stock acquisition rights issued by Hitachi due to the Company Split. Hitachi has no bonds with stock acquisition rights.
(5) Capitalization changes accompanying Company Split
There will be no changes in Hitachi’s capitalization as a result of the Company Split.
(6) Succession of rights and obligations
FUJIFILM Healthcare Corporation will succeed to all rights and obligations of Hitachi including assets, intellectual property rights, claims and debts, the statuses under contracts and labor contracts, as specified in the Company Split Agreement.
(7) Prospect on fulfilment of obligations
It is judged that there should be no concern about fulfilling all of FUJIFILM Healthcare Corporation’s obligations whose due date comes on or after the effective date of the Company Split.
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