UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) [_]
Securities Act Rule 802 (Exchange Offer) [X]
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [_]
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) [_]
Exchange Act Rule 14e-2(d) (Subject Company Response) [_]
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [_]
Tokico Kabushiki Kaisha
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(Name of Subject Company)
TOKICO LTD.
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(Translation of Subject Company's Name into English (if applicable))
Japan
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(Jurisdiction of Subject Company's Incorporation or Organization)
Hitachi, Ltd.
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(Name of Person(s) Furnishing Form)
Common Stock
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(Title of Class of Subject Securities)
Not Applicable
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(CUSIP Number of Class of Securities (if applicable))
TOKICO LTD.
1-6-3 Fujimi, Kawasaki-ku, Kawasaki, Kanagawa 210-0011, Japan
+81-44-244-3124
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(Name, Address (including zip code) and Telephone Number
(including area code) of Person(s) Authorized to Receive Notices
and Communications on Behalf of Subject Company)
Copies to:
Legal Division
Hitachi, Ltd.
6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8010, Japan
+81-3-3258-1111
Theodore A. Paradise
Davis Polk & Wardwell
Izumi Garden Tower 33F
1-6-1 Roppongi, Minato-ku, Tokyo 106-6033, Japan
+81-3-5561-4421
March 26, 2004
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(Date Tender Offer/Rights Offering Commenced)
* An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently
valid control number. Any member of the public may direct to the
Commission any comments concerning the accuracy of this burden estimate
and any suggestions for reducing this burden. This collection of
information has been reviewed by OMB in accordance with the clearance
requirements of 44 U.S.C. 3507.
PART I INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
Not applicable.
Item 2. Informational Legends
Not applicable.
PART II INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
See Exhibit 1.
PART III CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X is filed
concurrently with the Commission on March 29, 2004.
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PART IV SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ Takashi Hatchoji
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(Signature)
Takashi Hatchoji
Vice President and Executive Officer
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(Name and Title)
March 29, 2004
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(Date)
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Exhibit Index
Exhibit Description
1. Press release dated March 26, 2004 regarding Hitachi, Ltd.'s merger
with TOKICO LTD. and Hitachi Unisia Automotive, Ltd.
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Exhibit 1
FOR IMMEDIATE RELEASE
Contacts:
Hitachi, Ltd. TOKICO LTD.
Hiroki Inoue Kazuyuki Aoki
Tel: +81-3-3258-2057 Tel: +81-44-244-3127
hiroki_inoue@hdq.hitachi.co.jp aoki-k@tokico.co.jp
Hitachi Unisia Automotive, Ltd.
Hideo Nakayama
Tel: +81-46-225-8025
hideo_nakayama@hitachi-unisia.co.jp
Hitachi to Merge TOKICO and Hitachi Unisia Automotive
Integrated Operations Make Automotive Products Business More Stronger
Tokyo, March 26, 2004 ---Hitachi, Ltd. (NYSE:HIT / TSE:6501 / 'Hitachi'), TOKICO
LTD. (TSE:7232 / 'TOKICO') and Hitachi Unisia Automotive, Ltd. ('Unisia') today
announced an agreement to merge operations aiming at stronger automotive
products business. The Memorandum of Understanding for the merger was concluded
today.
The Hitachi Group has engaged itself in the automotive products business by
leveraging the strengths of Hitachi, TOKICO and Unisia in their respective
fields of expertise. However, today's market now requires us to offer automotive
system solutions using the advantages of the three companies in a more
integrated manner. This is prompted by the growing popularity of hybrid electric
cars and other environment-conscious vehicles, as well as the increasing use of
electronics in drive control systems, namely braking, steering and suspensions
systems.
Hitachi currently holds a 23.9% equity interest in TOKICO (42.1% including
indirect holdings through subsidiaries) and wholly owns Unisia. The three
companies agreed to merge to bolster competitiveness in global markets. We
expect that this merger enable us to respond more quickly to customers'
technological needs and promote greater operational efficiency.
Plans call for the merger agreement to be concluded by the three companies in
late May this year and for TOKICO and Unisia to be merged with Hitachi on
October 1 following approval at the June ordinary general meetings of
shareholders of TOKICO and Unisia.
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1. Hitachi Group's Position of the Automotive Products Business
The Hitachi Group is in the process of rebuilding its business portfolio to
shift to a highly profitable framework under Hitachi's current medium-term
management plan, "i.e.HITACHI Plan II." This is being achieved by promoting
targeted and new businesses while conducting wide-ranging structural reforms in
unprofitable areas.
Hitachi has positioned the automotive products business as a targeted business
of the Hitachi Group in the "i.e. HITACHI Plan II", classifying it under the
"Global Products Incorporating Advanced Technology" category, which aims to
achieve high growth in global markets. Hitachi will advance its automotive
products business by leveraging the competitive technologies, products and
operating bases of Hitachi Group companies, particularly Hitachi, TOKICO and
Unisia.
2. Automotive Products Business Strategy and the Merger
Our aim is to expand the automotive products business by concentrating on four
system business areas in the three fields of "environment" (engine management
system and electric powertrain system), "safety" (drive control system) and
"information" (vehicle information system). Ultimately, the goal is to create
Intelligent Transport Systems ('ITS'), an advanced vehicle control system fusing
the four essential automobile functions: driving, steering, braking and
communicating.
To capture business opportunities in these three fields, which harbor much
growth potential, we think it is essential to have development, production and
sales capabilities that musters Hitachi Group's vast resources; a flexible
organization with adroitness to remain in step with changing business
environments; and an integrated management framework for optimizing operations
as a whole to achieve the shared goal. Indeed, today's automotive market
requires a supplier to be able to offer total system solutions in the fields of
"environment" and "safety", which should be made possible by integrating the
engine management control, braking, steering and other systems that have been
positioned as separate products.
Hitachi, TOKICO and Unisia, that have kept strengths in the fields of
"environment" and "safety", and aggressiveness and flexibility in allocation of
Hitachi Group's vast resources to meet these needs in these two fields, will
capture greater synergies and accelerate efforts to reinforce the global
competitiveness of automotive products operations through this merger.
3. Advantages of the Merger
Since developing its first automotive electrical components in 1930, Hitachi's
automotive products business has grown to the point where today it supplies a
broad range of products to all automakers worldwide. These products include
engine management systems, electric powertrains, vehicle information systems and
electronic components. Furthermore, Hitachi has experience and proven track
records in the industrial components and equipment and rail vehicle businesses
with respect to motors and inverters, that are key components to the growing
market of hybrid electric and electric vehicles.
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TOKICO, founded in 1937, has established a strong presence in both suspension
and braking systems as a comprehensive manufacturer of drive control systems.
The company supplies products around the world, mainly to Japanese automakers,
Ford Motor Company and DAIMLER CHRYSLER AG. Moreover, TOKICO is a leader in
pneumatic equipment and measurement and control systems.
Unisia, a wholly owned subsidiary of Hitachi, has technologies that fuse
expertise in advanced hydraulics, electronic control and applied engineering.
With this technological base, the company is actively developing the business in
the engine management, steering, braking and variable valve systems fields.
Heretofore, the three companies, as core of the Hitachi Group's automotive
products business, have established cooperative relationship in various areas,
such as the commercialization of adaptive cruise control systems, the joint
development of electric braking and sales activities to win joint orders from
customers.
The merger of the three companies will make it possible for Hitachi Group to
gear up the development pace and commercialization of advanced technologies,
such as electric braking and drive control systems. All these will also be
achieved by wedding Hitachi's and Unisia's sensor-based environment recognition
technology, sophisticated electronic control technology and chassis control
technology, with TOKICO's world's first class technologies, which include
dampening force control and vehicle height control technology for suspension
systems and simulation technology for braking systems.
The main post-merger initiatives and benefits from an operational perspective
are as follows:
(1) Reorganization and Integration of Business Divisions
Similar and related business divisions of the three companies will be integrated
as one in each field. This integration will bring together the specialist
technologies and know-how in each respective domain. Together with an integrated
strategy, this will yield a competitive operational structure.
More specifically, the drive control systems businesses of all three companies
and the engine management system businesses of Hitachi and Unisia will be fully
integrated. The integrated operations will accelerate the development of
products combining technologies in all fields.
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(2) Concentration of Resources and Greater Competitiveness from Integrated
Sales and R&D activities
The sales activities of the three companies' main businesses will be integrated
to unify sales and customer services. This will allow Hitachi to compete more
effectively in global markets and respond swiftly to the needs of customers, who
have been rapidly increasing global procurement activities in recent years.
And to take the lead in technological innovation across a wide spectrum, the
existing R&D functions of the three companies will be integrated and
strengthened. Moreover, we have agreed to establish a new R&D organization that
is devoted exclusively to the automotive systems. Furthermore, this merger will
bring up a closer relationship with Hitachi's existing laboratories, which carry
out basic research, to engage in cutting-edge R&D that capitalizes on the
Hitachi Group's collective strengths in the four systems and three fields
mentioned earlier. The aim is to give Hitachi a technology and product
development capability unrivaled by any other competitors in the industry.
Hitachi's automotive products-related consolidated net sales (*1) and TOKICO's
consolidated net sales in the fiscal year ending March 31, 2004 are estimated at
approximately 365.0 billion yen and 124.0 billion yen, respectively.
The Hitachi Group has set the fiscal 2010 goal of consolidated net sales of 1
trillion yen (*2) in its automotive products business. The integration of the
automotive systems businesses of Hitachi, TOKICO and Unisia will upgrade the
operating base and propel the Group toward these goals.
[Notes]
(*1) Unisia's consolidated net sales have been included in Hitachi's
automotive products-related consolidated net sales since October 2002
when the former became a wholly owned subsidiary of Hitachi.
(*2) Includes the consolidated sales of the "automotive business related" of
TOKICO and Shin-Kobe Electric Machinery Co., Ltd. Therefore, the
definition is different from that used in Hitachi's consolidated
financial results.
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4. Overview of the Merger
(1) Schedule for the merger
March 26, 2004 Conclusion of merger Memorandum of Understanding (*)
May 25, 2004 Conclusion of merger agreement [Board of Directors]
(*) (tentative)
[(*Approval by executive officers at Hitachi, and
resolution by directors at TOKICO and Unisia)]
June 2004 Approval of merger agreement at ordinary general
meeting of shareholders (TOKICO and Unisia)
October 1, 2004 Date of merger (tentative)
Early October 2004 Registration of merger (tentative)
Hitachi will merge the two companies without approval of the general
meeting of shareholders' of the merger agreement, pursuant to the
regulations of Article 413-3, Paragraph 1 of the Commercial Code of Japan.
(2) Method used for merger
As the surviving company, Hitachi will absorb TOKICO and Unisia, which will
be dissolved thereafter. Shares of TOKICO will be de-listed as of late
September 2004.
(3) Merger ratio
Hitachi and TOKICO asked Nomura Securities Co., Ltd. ('Nomura Securities')
and KPMG Corporate Finance K.K. ('KPMG'), respectively, to calculate
proposed merger ratios. Based on discussions by Hitachi and TOKICO with
reference to the results of these proposals, the two companies agreed on
the merger ratio as follows:
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Company Hitachi TOKICO
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Merger ratio 1 0.521
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Hitachi shares will not exchange its shares for those of Unisia because
Unisia is a wholly owned subsidiary of Hitachi.
Notes
1. Stock allocation ratio
- 0.521 Hitachi shares will be allotted for every 1 TOKICO share
held. However, this may change based on discussions among the three
companies if there is a significant change in the three companies'
financial position between now and the merger date.
- No allocation will be made with respect to 26,952,434 shares of
TOKICO common stock held by Hitachi.
- Hitachi will use treasury stock instead of issuing new shares for
all the shares allocated at the time of this merger.
2. Calculation methods and basis of calculations used by third parties
Nomura Securities used the market value method with respect to
Hitachi, and the market value, peer company comparison and discounted
cash flow methods with respect to TOKICO. Nomura Securities calculated
a merger ratio proposal based on a comprehensive analysis using these
results.
KPMG used the market value method with respect to Hitachi, and the
market value, discounted cash flow and the adjusted net worth methods
for TOKICO. KPMG calculated a merger ratio proposal based on a
comprehensive analysis using these results.
3. New Hitachi shares issued as a result of this merger
No new shares will be issued because Hitachi will use its treasury
stock.
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(4) Payments
Hitachi will pay 4 yen per 1 TOKICO share held as an equivalent to TOKICO's
interim dividend from April 1, 2004 to September 30, 2004, within three
months of the date of merger to shareholders recorded in TOKICO's register
of shareholders and beneficial shareholders or registered rights holders at
the end of the day prior to the merger date. However, this may change based
on discussions between Hitachi and TOKICO if there is a significant change
in TOKICO's financial position between now and the merger date.
5. Profiles of the Merging Companies
As of September 30, 2003
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1. Name Hitachi, Ltd. TOKICO LTD. Hitachi Unisia Automotive, Ltd.
(Surviving company) (Company to be absorbed) (Company to be absorbed)
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2. Business content Development, manufacture, Manufacture and sales of Manufacture and sales of
sale and services for automotive components and automotive parts, industrial
information electronics, pneumatic equipment machinery, electric machinery
power and industrial systems, and others
digital media and consumer
products and others
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3. Date of incorporation February 1, 1920 May 2, 1949 May 31, 1956
(Founded 1910) (Founded 1937)
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4. Head office location 4-6, Kanda-Surugadai, 1-6-3 Fujimi, Kawasaki-ku, 1370 Onna Atsugi-shi,
Chiyoda-ku, Tokyo, Japan Kawasaki-shi, Kanagawa, Kanagawa, Japan
Japan
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5. President Etsuhiko Shoyama Jyunzo Kawakami Katsukuni Hisano
President and Chief Executive President President
Officer
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6. Capital Stock 282,032 million yen 8,162 million yen 12,900 million yen
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7. Number of shares 3,368,124,286 112,598,019 153,165,687
issued (shares)
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8. Shareholders' equity 1,366,102 million yen 38,983 million yen 4,504 million yen
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9. Total assets 3,561,906 million yen 71,622 million yen 138,002 million yen
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10. Fiscal year-end March 31 March 31 March 31
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11. Number of employees 35,263 2,223 3,031
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12. Principal customers Public-sector NISSAN MOTOR NISSAN MOTOR CO., LTD.
Manufacturing and non- CO., LTD. Fuji Heavy Industries Ltd.
manufacturing industries as Ford Motor Company HONDA MOTOR CO., LTD.
well as government agencies TOYOTA MOTOR
both domestic and overseas CORPORATION
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13. Major shareholders Japan Trustee Services Bank, Hitachi, Ltd. 23.94% Hitachi, Ltd. 100%
and holdings Ltd. 6.28% Chuo Shoji Ltd. 17.96%
NATS CUMCO 5.53% Japan Trustee Services
The Chase Manhattan Bank, Bank, Ltd. (trust account)
N.A. London 5.00% 3.41%
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14. Primary transaction Mizuho Corporate Bank, Ltd. UFJ Bank Limited Mizuho Corporate Bank, Ltd.
banks UFJ Bank Limited The Bank of The Mitsubishi Trust and
Tokyo-Mitsubishi, Ltd. Banking Corporation
Resona Bank, Limited UFJ Bank Limited
The Bank of
Yokohama, Ltd.
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Capital Hitachi owns 23.9% of TOKICO (42.1% including indirect
holdings through subsidiaries) and 100% of Unisia
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15. Significant 3 employees have transferred from Hitachi to TOKICO, and 11
relationships Human resources employees have transferred to Unisia. 12 employees have
been temporarily loaned by Hitachi to Unisia.
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Transactions Buying and selling of products and components
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6. Financial Results (for the most recent three years)
(Millions of yen)
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Hitachi
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Fiscal year ended March 31, March 31, March 31,
2001 2002 2003
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Net sales 4,015,824 3,522,299 3,112,411
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Operating income (loss) 98,577 (84,742) 53,741
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Ordinary income (loss) 56,058 (81,663) 52,014
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Net income (loss) 40,121 (252,641) 28,289
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Net income (loss) per share 12.02 (75.69) 8.38
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Dividend per share (yen) 11.00 3.00 6.00
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Shareholders' equity per
share (yen) 496.81 408.79 408.26
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(Millions of yen)
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TOKICO Unisia
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Fiscal year ended March 31, March 31, March 31, March 31, March 31, March 31,
2001 2002 2003 2001 2002 2003
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Net sales 75,376 73,600 70,862 175,471 169,646 173,881
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Operating income (loss) 2,645 3,076 3,663 2,501 1,165 (776)
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Ordinary income (loss) 2,509 3,028 3,524 1,845 1,660 (3,584)
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Net income (loss) 1,120 1,510 1,374 2,727 (1,637) (45,079)
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Net income (loss) per share 8.74 11.93 10.97 17.80 (10.69) (294.31)
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Dividend per share (yen) 6.00 6.00 8.00 2.50 2.50 --
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Shareholders' equity per
share (yen) 339.13 341.26 342.62 324.33 313.20 13.37
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7. Post-Merger Status
There are no plans at present to make changes in the names, business activities,
head office or CEOs.
Hitachi plans to announce consolidated and non-consolidated forecasts for fiscal
2004 when it releases operating results for the fiscal year ending March 31,
2004.
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Certain statements found in this document may constitute "forward-looking
statements" as defined in the U.S. Private Securities Litigation Reform Act of
1995. Such "forward-looking statements" reflect management's current views with
respect to certain future events and financial performance and include any
statement that does not directly relate to any historical or current fact. Words
such as "anticipate," "believe," "expect," "estimate," "intend," "plan,"
"project" and similar expressions which indicate future events and trends are
used to assist readers in identifying these "forward-looking statements." Such
statements are based on currently available information and are subject to
various risks and uncertainties that could cause actual results to differ
materially from those projected or implied in the "forward-looking statements"
and from historical trends. Certain "forward-looking statements" are based on
current assumptions of future events which may not prove to be accurate. Undue
reliance should not be placed on "forward-looking statements," as such
statements speak only as of the date of this document.
Factors that could cause actual results to differ materially from those
projected or implied in any "forward-looking statement" and from historical
trends include, but are not limited to:
- rapid technological change, particularly in the Information &
Telecommunication Systems segment and Electronic Devices segment;
- uncertainty as to Hitachi's ability to continue to develop and market
products that incorporate new technology on a timely and cost-effective basis
and to achieve market acceptance for such products;
- fluctuations in product demand and industry capacity, particularly in the
Information & Telecommunication Systems segment, Electronic Devices segment
and Digital Media & Consumer Products segment;
- increasing commoditization of information technology products, and
intensifying price competition in the market for such products;
- fluctuations in rates of exchange for the yen and other currencies in which
Hitachi makes significant sales or in which Hitachi's assets and liabilities
are denominated, particularly between the yen and the U.S. dollar;
- uncertainty as to Hitachi's ability to access, or access on favorable terms,
liquidity or long-term financing, particularly in the context of limited
credit availability currently prevailing in Japan;
- uncertainty as to Hitachi's ability to implement measures to reduce the
potential negative impact of fluctuations in product demand and/or exchange
rates;
- general economic conditions and the regulatory and trade environment of
Hitachi's major markets, particularly, the United States, Japan and elsewhere
in Asia, including, without limitation, continued stagnation or deterioration
of the Japanese economy, or direct or indirect restriction by other nations
on imports;
- uncertainty as to Hitachi's access to, and ability to protect, certain
intellectual property rights, particularly those related to electronics and
data processing technologies;
- uncertainty as to the success of alliances upon which Hitachi depends, some
of which Hitachi may not control, with other corporations in the design and
development of certain key products; and
- uncertainty as to general market price levels for equity securities in Japan,
declines in which may require Hitachi to write-down equity securities it
holds.
The factors listed above are not all-inclusive and are in addition to other
factors contained in Hitachi's periodic filings with the U.S. Securities and
Exchange Commission and in other materials published by Hitachi.
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Regarding the merger between Hitachi, Ltd. and TOKICO LTD.
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Hitachi, Ltd. and TOKICO LTD. are Japanese companies. Information distributed in
connection with the proposed merger is subject to Japanese disclosure
requirements, which are different from those of the U.S. Financial information
included herein is prepared in accordance with Japanese accounting standards and
may therefore not be comparable to the financial information of U.S. companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws in respect of the merger, since the
companies are located in Japan, and some or all of its officers and directors
are residents of Japan. You may not be able to sue the companies or their
officers or directors in a Japanese court for violations of the U.S. securities
laws. Finally, it may be difficult to compel the companies and their affiliates
to subject themselves to a U.S. court's judgment.
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About Hitachi, Ltd.
Hitachi, Ltd. (NYSE: HIT), headquartered in Tokyo, Japan, is a leading global
electronics company, with approximately 340,000 employees worldwide. Fiscal 2002
(ended March 31, 2003) consolidated sales totaled 8,191.7 billion yen ($68.3
billion). The company offers a wide range of systems, products and services in
market sectors, including information systems, electronic devices, power and
industrial systems, consumer products, materials and financial services. For
more information on Hitachi, please visit the company's Web site at
http://www.hitachi.com.
About TOKICO LTD.
TOKICO LTD. located principally in Kanagawa, Japan, is a leading and global
company, with approximately 4,400 employees working worldwide. In fiscal 2002
(ended March 31, 2003) consolidated sales totaled 127.5 billion yen ($1.0
billion). The company offers automotive parts, measurement and control systems,
pneumatic equipment and services therefore in the world. In the field of
automotive parts, TOKICO is a manufacturer in an exceptional position
manufacturing and selling both suspension systems and brake systems. Using such
position to advantage, TOKICO is engaged in and promoting development of various
products that makes vehicles safe, comfortable and environmentally friendly. For
more information on TOKICO, please access the company's Web site at
http://www.tokico.co.jp
About Hitachi Unisia Automotive, Ltd.
Hitachi Unisia Automotive, Ltd., headquartered in Atsugi, Kanagawa, Japan, is
one of the world's leading automotive parts suppliers, with fiscal 2002 (ended
March 31, 2003) unconsolidated sales totaled 173.8 billion yen ($1.6 billion).
The company manufactures and markets products, including engine components,
engine management systems, anti-lock braking systems and power steering systems.
ADDITIONAL HITACHI PRESS CONTACTS:
U.S.: U.K.:
Matt Takahashi Kantaro Tanii
Hitachi America, Ltd. Hitachi Europe Ltd.
Tel: +1-650-244-7902 Tel: +44-1628-585379
masahiro.takahashi@hal.hitachi.com kantaro.tanii@hitachi-eu.com
China:
Yuji Hoshino
Hitachi (China) Investment, Ltd.
Tel: +86-10-6590-8141
y_hoshino@hitachi.com.cn
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