Contacts: EU: Yuki Maeda Japan: Tadashi Hisanaga Hitachi Europe Ltd.
+44-1628 585 714 +81-3-5208-9324 email@example.com firstname.lastname@example.org The Results of the Mandatory Tender Offer Milan, Italy, March 14, 2016---Hitachi, Ltd. informs that its (indirectly) wholly owned subsidiary, Hitachi Rail Italy Investments S.r.l., today announced that, as of the date hereof, the offer period of its mandatory tender offer on the ordinary shares of Ansaldo STS S.p.A. has ended.
As of the date hereof, 12,832,398 ordinary shares of Ansaldo have been tendered in the Offer, equal to 6.416 % of the Issuer’s share capital and to 10.705% of the ordinary shares of Ansaldo subject to the Offer.
The payment of the consideration due to the holders of the ordinary shares of the Issuer tendered during the Offer Period, equal to Euro 9.68 per share, will take place on March 21, 2016, corresponding to the fifth trading day following the end of the Offer Period, at the same time as the transfer of ownership of those shares to the Hitachi Rail Italy Investments..
Please note that, between the Offer Document Date and the date hereof, the Offeror and the persons acting in concert with the Offeror have not purchased, either directly or indirectly, ordinary shares of Ansaldo outside of the Offer.
Considering the ordinary shares of Ansaldo tendered in the Offer, on the basis of the above provisional results of the Offer (if confirmed), and the 80,131,081 ordinary shares of Ansaldo, equal to 40.07% of the Issuer’s share capital, already directly held by the Offeror as of the Offer Document Date, the Offeror will hold a total of 92,963,479 ordinary shares of Ansaldo, equal to 46.482 % of the Issuer’s share capital.
Since the Offeror has reached a shareholding lower than 90% of the Issuer’s share capital, the legal requirements for the Obligation to Purchase have not been met.
Furthermore, since the Offeror has reached a shareholding lower than one half of the Issuer’s share capital, the requirements for the Re-opening of the Offer Period, have not been met.
Additional information have been provided by Hitachi Rail Italy Investments S.r.l. in compliance with Italian law.
NOTICE TO U.S. SHAREHOLDERS OF ANSALDO STS The mandatory tender offer described in this announcement will regard the shares of Ansaldo STS S.p.A., an Italian company with shares listed exclusively on the Italian Electronic Stock Market (Mercato Telematico Azionario) organized and managed by the Italian Stock Exchange (Borsa Italiana), and will be subject to Italian disclosure and procedural requirements, which are different from those of the United States of America.
This announcement is neither an offer to purchase nor a solicitation to sell shares of Ansaldo STS S.p.A.. Prior to the beginning of the relevant offer period, Hitachi Rail Italy Investments S.r.l. disseminated the tender offer document as required by applicable law and shareholders of Ansaldo STS S.p.A. should review such document carefully.
To the extent possible under applicable laws and regulations, in accordance with ordinary Italian law and market practice and so long as the conditions under Rule 14e-5(b)(12) of the U.S. Securities Exchange Act are satisfied, Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A., their affiliates and their financial advisors and brokers (acting as agents for Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A.
or any of their respective affiliates, as applicable) have in the past purchased and may purchase from time to time, the shares of Ansaldo STS S.p.A. or any securities that are convertible into, exchangeable for or exercisable for the shares of Ansaldo STS S.p.A. outside the tender offer.
No such purchases have been made other than the purchase of [80,131,081] shares of Ansaldo STS S.p.A. by Hitachi Rail Italy Investments S.r.l. on November 2, 2015, pursuant to the share purchase agreement entered into on February 24, 2015 with Finmeccanica S.p.A..
Any purchase outside of the tender offer will not be made at a price higher than the offer price unless the offer price is increased accordingly, to match the price paid outside the Offer.
To the extent that information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed in the United States of America, by means of a press release, pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation of Italy, or other means reasonably selected to inform the U.S.
shareholders of Ansaldo STS S.p.A..
About Hitachi, Ltd. Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society's challenges with our talented team and proven experience in global markets. The company's consolidated revenues for fiscal 2014 (ended March 31, 2015) totaled 9,761 billion yen ($81.3 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes power & infrastructure systems, information & telecommunication systems, construction machinery, high functional materials & components, automotive systems, healthcare and others. For more information on Hitachi, please visit the company's website at http://www.hitachi.com