FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2004
Commission File Number 1-8320
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Hitachi, Ltd.
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(Translation of registrant's name into English)
6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8010, Japan
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F _________
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ________
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ________ No x
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________
This report on Form 6-K contains the following:
1. Press release dated March 11, 2004 regarding the year-end dividend for
fiscal 2003.
2. Press release dated March 11, 2004 regarding new executive officers.
3. Press release dated March 11, 2004 regarding establishment of "Hitachi
Group Headquarters."
4. Press release dated March 26, 2004 regarding Hitachi's merger of Tokico and
Hitachi Unisia Automotive.
5. Press release dated March 31, 2004 regarding the basic agreement with Ricoh
on Hitachi's transfer of its shares of Hitachi Printing Solutions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Hitachi, Ltd.
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(Registrant)
Date April 16, 2004 By /s/ Takashi Hatchoji
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Takashi Hatchoji
Senior Vice President and Executive
Officer
FOR IMMEDIATE RELEASE
Hitachi Announces the Year-end Dividend for Fiscal 2003
Tokyo, March 11, 2004 --- Hitachi, Ltd. (TSE:6501 / NYSE:HIT) today announced a
plan for the year-end dividend for the fiscal year ending March 31, 2004 as
follows. The plan will be finally authorized at a meeting of the Board of
Directors to be held in the middle of May 2004 after the statutory audit of the
financial statements etc. under the Commercial Code of Japan.
Plan for the year-end dividend for the fiscal year ending March 31, 2004
5.0 yen per share*
*The Company intends to pay the year-end dividend on or after the day
following the Ordinary General Meeting of Shareholders to be held in
June 2004.
Reference: Dividends for the fiscal year ended March 31, 2003
Interim dividend: 3.0 yen per share
Year-end dividend: 3.0 yen per share
Dividends for the fiscal year ended March 31, 2004
Interim dividend: 3.0 yen per share
Year-end dividend: 5.0 yen per share
- ### -
FOR IMMEDIATE RELEASE
Hitachi Announces New Executive Officers
Tokyo, March 11, 2004 --- Hitachi, Ltd. (NYSE:HIT / TSE:6501) today announced
new Executive Officers, effective April 1, 2004.
Through this and other actions, Hitachi aims to reinforce its group-wide
management, achieve steady progress towards the goals of the "i.e.HITACHI Plan
II," and accelerate its transformation into a highly profitable enterprise.
Current Directors will serve until the end of the General Meeting of
Shareholders in June 2004. Hitachi will announce candidates for Director, to be
elected at the General Meeting of Shareholders, as soon as they are determined.
1. Executive Officer [Effective April 1, 2004] [* New]
[President and Chief Executive Officer]
Etsuhiko Shoyama; currently President and Chief Executive Officer
[Executive Vice President and Executive Officer]
Katsukuni Hisano, in charge of Automotive Systems; currently Executive Vice
President and Executive Officer in charge of Automotive Systems
- Concurrently holds the post of President and Chief Executive Officer of
Hitachi Unisia Automotive, Ltd.
Isao Ono, in charge of Sales, Information, Digital Media; currently Senior Vice
President and Executive Officer, General Manager of Information Business Group
Michiharu Nakamura, in charge of Research & Development, Business Incubation,
General Manager of Corporate Export Regulation Division; currently Senior Vice
President and Executive Officer in charge of Research & Development, Business
Incubation
[Senior Vice President and Executive Officer]
Kazuo Furukawa, President & Chief Executive Officer of Information &
Telecommunication Systems Group; currently Vice President and Executive Officer
of Information & Telecommunication Systems Group
Hiroaki Nakanishi, General Manager of Hitachi Group - Global Business;
currently Vice President and Executive Officer, General Manager of Global
Business
Takashi Hatchoji, General Manager of Hitachi Group - Legal and Corporate
Communications, Compliance Division and Invention Management Division;
currently Vice President and Executive Officer, General Manager of Legal and
Corporate Communications and Invention Management Division
Takashi Miyoshi, General Manager of Finance; currently Executive Officer,
General Manager of Finance
- 2 -
[Vice President and Executive Officer]
Takuya Tajima, General Manager of Sales Management Division; currently Vice
President and Executive Officer, President & Chief Executive Officer of
Industrial Systems Group
Shigeharu Mano, President & Chief Executive Officer of Power Systems Group;
currently Vice President and Executive Officer, President & Chief Executive
Officer of Power Systems Group
Kazuhiro Mori, President & Chief Executive Officer of Industrial Systems Group;
currently Executive Officer, General Manager of Chubu Area Operation
Yoshito Tsunoda, President & Chief Executive Officer of Urban Planning and
Development Systems Group; currently Vice President and Executive Officer,
President & Chief Executive Officer of Urban Planning and Development Systems
Group
Manabu Shinomoto, Chief Executive Officer of Platform and Network Systems
Business of Information & Telecommunication Systems Group; currently Vice
President and Executive Officer, Chief Executive Officer of Platform and
Network Systems Business of Information & Telecommunication Systems Group
*Kazuhiro Tachibana, President & Chief Executive Officer of Ubiquitous Platform
Systems Group; currently Chief Strategy Officer of Ubiquitous Platform Systems
Group
Taiji Hasegawa, President & Chief Executive Officer of Automotive Systems
Group; currently Executive Officer, President & Chief Executive Officer of
Automotive Systems Group
Minoru Tsukada, General Manager of Kansai Area Operation; currently Vice
President and Executive Officer, General Manager of Kansai Area Operation
Makoto Ebata, General Manager of Hitachi Group - Corporate Strategy; currently
Executive Officer, General Manager of Group Management Office in Corporate
Strategy
Iwao Hara, General Manager of Human Capital; currently Executive Officer,
General Manager of Human Capital
- 3 -
[Executive Officer]
Masaharu Sumikawa, in charge of Power Systems and Industrial Systems,
Production Technology and Construction of Re-Processing Plant of Japan Nuclear
Fuel Limited; currently Executive Officer in charge of Power Systems and
Industrial Systems, Production Technology and Construction of Re-Processing
Plant of Japan Nuclear Fuel Limited
Shozo Saito, in charge of Power Technology; currently Executive Officer in
charge of Power Technology
Yasuo Sakuta, General Manager of Intellectual Property Group; currently
Executive Officer, General Manager of Intellectual Property Group
Takao Suzuki, General Manager of Chugoku Area Operation; currently Executive
Officer, General Manager of Chugoku Area Operation
Koichiro Nishikawa, General Manager of Business Development; currently
Executive Officer, General Manager of Business Development
Masahiro Hayashi, Chief Executive Officer of System Solutions Business of
Information & Telecommunication Systems Group; currently Executive Officer,
Chief Executive Officer of System Solutions Business of Information &
Telecommunication Systems Group
[Hitachi Group Executive Officer]
*Isao Uchigasaki, General Manager of Hitachi Group Headquarters; currently
Chairman of the Board, Hitachi Chemical Co., Ltd.
- Concurrently holds the post of Chairman of the Board, Hitachi Chemical Co.,
Ltd.
Note: The Hitachi Group Executive Officer, the head of the new division
"Hitachi Group Headquarters", develops and executes initiatives to
continually raise the value of each company in the Hitachi Group and the
Group as a whole. The Hitachi Group Executive Officer is also responsible
for initiating and promoting projects, as well as upgrading cutting-edge
and basic research, so as to capture synergies in terms of business
strategy and operations by using headquarter functions.
- 4 -
2. Resigning Executive Officers [Effective March 31, 2004]
Yoshiki Yagi, currently Executive Vice President and Executive Officer
- Remains Director, Hitachi, Ltd. after April 1.
Yoshiro Kuwata, currently Executive Vice President and Executive Officer
- Remains Director, Hitachi, Ltd. after April 1.
- Concurrently holds the post of Chairman of the Board, Representative
Executive Officer of Hitachi High-Technologies Corporation.
- Concurrently holds the post of Chairman of the Board of Hitachi
Global Storage Technologies.
Kazuo Kumagai, currently Executive Vice President and Executive Officer
- Senior Adviser in charge of External Affairs, Hitachi, Ltd.,
effective April 1, 2004.
Takao Matsui, currently Senior Vice President and Executive Officer
- Senior Adviser in charge of Sales for West Japan Area, Hitachi, Ltd.,
effective April 1, 2004.
Hiromi Kuwahara, currently Senior Vice President and Executive Officer
- Scheduled to be appointed Executive Vice President and Executive
Officer of Hitachi Software Engineering Co., Ltd. on April 1, 2004.
Tsugio Momose, currently Executive Officer
- Scheduled to be appointed as Senior Executive Managing Director of
Hitachi Electronics Services Co., Ltd.
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.
- 5 -
Biography of New Executive Officer
Kazuhiro Tachibana
1. Date of Birth : November 6, 1946
2. Education
March, 1970 : Graduated from the Department of Commerce,
Otaru University of Commerce
3. Business Experience
April, 2002 : Chief Strategy Officer, Ubiquitous Platform Systems
April, 2001 : General Manager, Strategic Planning Office,
Digital Media
April, 1999 : General Manager, Heating & Lighting Division,
Consumer product
February, 1998 : General Manager, Strategic Planning Office,
Consumer Products Systems
May, 1997 : General Manager, Strategic Planning Office,
Consumer Products & Information Media Systems
February, 1992 : Senior Manager, Strategic Business Planning Center,
Consumer Products Systems
April, 1970 : Joined Hitachi, Ltd.
Biography of New Hitachi Group Executive Officer
Isao Uchigasaki
1. Date of Birth : January 2, 1939
2. Education
March, 1962 : Graduated from the Department of Science,
Ibaraki University
3. Business Experience
June, 2003 : Chairman of the Board, Hitachi Chemical Co., Ltd.
April, 2003 : Representative Director and Chairman of the
Board, Hitachi Chemical Co., Ltd.
June, 1997 : Representative Director and President, Hitachi
Chemical Co., Ltd.
December, 1996 : General Manager of Industrial Materials Group,
Hitachi Chemical Co., Ltd.
January, 1994 : General Manger of Marketing & Sales Operations,
Hitachi Chemical Co., Ltd.
June, 1993 : Executive Managing Director, Hitachi Chemical
Co., Ltd.
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April, 1993 : General Manager of Semiconductor & LCD Materials
Division, Hitachi Chemical Co., Ltd.
June, 1992 : General Manager of Chemical Products Division,
Hitachi Chemical Co., Ltd.
June, 1991 : Board of Director, Hitachi Chemical Co., Ltd.
January, 1989 : General Manager of Yamazaki Works, Hitachi Chemical
Co., Ltd.
June, 1986 : General Manager of Goi Works, Hitachi Chemical Co.,
Ltd.
April, 1963 : Transferred to Hitachi Chemical Co., Ltd.
April, 1962 : Joined Hitachi, Ltd.
- ### -
FOR IMMEDIATE RELEASE
Hitachi Establishes "Hitachi Group Headquarters"
- Aims to Improve Group Management System and Expand Group Synergy -
Tokyo, March 11, 2004 --- Hitachi, Ltd. (NYSE:HIT / TSE:6501) today announced
plans to establish the Hitachi Group Headquarters on April 1, 2004. This will
develop and execute Group management strategy expanding Hitachi's group synergy.
The establishment of Hitachi Group Headquarters is part of Hitachi's structural
reform under the company's current medium-term management plan, "i.e.HITACHI
Plan II."
Isao Uchigasaki, Chairman of the Board of Hitachi Chemical Co., Ltd., is to head
the Hitachi Group Headquarters and will be appointed concurrently Hitachi Group
Executive Officer at Hitachi. The Hitachi Group Headquarters will have three
divisions: Hitachi Group - Global Business, headed by Hiroaki Nakanishi, Vice
President and Executive Officer, Hitachi Group - Legal and Corporate
Communications, headed by Takashi Hatchoji, Vice President and Executive Officer
and Hitachi Group - Corporate Strategy, headed by Makoto Ebata, Executive
Officer. Mr. Nakanishi and Mr. Hatchoji will be Senior Vice President and
Executive Officer, and Mr. Ebata will be Vice President and Executive Officer on
April 1, 2004.
As a conglomerate of businesses, Hitachi develops businesses in a broad of field
with many subsidiaries, including public companies. The Hitachi Group
Headquarters is being established for improving Hitachi's activity on global
market, increasing Hitachi's corporate value continuously.
Details of the Hitachi Group Headquarters have not been finalized, but 50 of its
approximate 200 staff will be named from subsidiaries and Hitachi's business
groups eventually. Also, Hitachi will promote the exchange of personnel between
Hitachi and its Group companies. These initiatives will improve Hitachi's group
management system from the perspective of the Group as a whole.
- 2 -
Hitachi has previously taken a number of steps designed to improve management of
the Group. Two examples are the 1998 establishment of the Hitachi Group
Committee and, in June 2003, adoption of the Committee System of Management by
Hitachi and 18 publicly owned Group companies. The establishment of the Hitachi
Group Headquarters will drive to improve Hitachi's management system which are
well-balanced the "Independent Value Creation" and "Strategic Integration", in a
way best suited to Hitachi. This will help propel the Hitachi Group toward the
"i.e.HITACHI Plan II" goal of positive FIV in fiscal 2005 and growth thereafter
by giving full play to its collective strengths.
Note: The Hitachi Group Executive Officer, the head of the Hitachi Group
Headquarters, develops and executes initiatives to continually raise the
corporate value of each company in the Hitachi Group and the Group as a
whole. The Hitachi Group Executive Officer is also responsible for
initiating and promoting projects, as well as upgrading cutting-edge and
basic research, so as to capture synergies in terms of business strategy
and operations by using headquarter functions.
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.
- ### -
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.
-2-
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.
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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.
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.
-4-
(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.
-5-
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.
-6-
(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,
information electronics, pneumatic equipment industrial machinery,
power and industrial systems, electric machinery and
digital media and consumer others
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 CO., LTD. NISSAN MOTOR CO., LTD.
Manufacturing and non- Ford Motor Company Fuji Heavy Industries Ltd.
manufacturing industries as TOYOTA MOTOR CORPORATION HONDA MOTOR CO., LTD.
well as government agencies
both domestic and overseas
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13. Major shareholders Japan Trustee Services Hitachi, Ltd. 23.94% Hitachi, Ltd. 100%
and holdings Bank, 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
relationships Human resources 11 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
---------------------------------------------------------------------
March 31, March 31, March 31,
Fiscal year ended 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
---------------------------------------------------------------------
Shareholders' equity per
share (yen) 496.81 408.79 408.26
---------------------------------------------------------------------
(Millions of yen)
----------------------------------------------------------------------------------------------------
TOKICO Unisia
----------------------------------------------------------------------------------------------------
March 31, March 31, March 31, March 31, March 31, March 31,
Fiscal year ended 2001 2002 2003 2001 2002 2003
----------------------------------------------------------------------------------------------------
Net sales 75,376 73,600 70,862 175,471 169,646 173,881
---------------------------------------------------------------------------------------------------
Operating income (loss) 2,645 3,076 3,663 2,501 1,165 (776)
---------------------------------------------------------------------------------------------------
Ordinary income (loss) 2,509 3,028 3,524 1,845 1,660 (3,584)
---------------------------------------------------------------------------------------------------
Net income (loss) 1,120 1,510 1,374 2,727 (1,637) (45,079)
---------------------------------------------------------------------------------------------------
Net income (loss) per share 8.74 11.93 10.97 17.80 (10.69) (294.31)
---------------------------------------------------------------------------------------------------
Dividend per share (yen) 6.00 6.00 8.00 2.50 2.50 -
---------------------------------------------------------------------------------------------------
Shareholders' equity per
share (yen) 339.13 341.26 342.62 324.33 313.20 13.37
---------------------------------------------------------------------------------------------------
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.
-8-
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.
Regarding the merger between Hitachi, Ltd. and TOKICO LTD.
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.
-9-
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
###
FOR IMMEDIATE RELEASE
Ricoh and Hitachi Reach Basic Agreement on Ricoh's Acquisition of
Hitachi Printing Solutions, Ltd.
Tokyo, March 31, 2004---Ricoh Co., Ltd. (TSE:7752 / 'Ricoh') and Hitachi, Ltd.
(NYSE: HIT / TSE:6501 / 'Hitachi') today announced that Ricoh and Hitachi have
signed a basic agreement to the effect that Hitachi will transfer all its shares
of Hitachi Printing Solutions, Ltd. ('Hitachi PRS'), a 100% owned subsidiary, to
Ricoh. Details are as follows.
1. Reasons for the basic agreement
Ricoh is committed to strengthening its printer business, an important pillar
of its growth strategy. To this end, Ricoh will strengthen product lines for
the office color printer market, printers for mission-critical systems and
POD, or print-on-demand, markets, in which Ricoh is yet to participate. In
addition, Ricoh will enhance IT sales channels on top of its conventional
copier marketing channels. Through these initiatives, Ricoh will optimize
"Total Document Volume" as the strategic objective of its imaging solutions
business.
In accordance with the basic agreement, Ricoh will acquire Hitachi PRS, which
enjoys considerable success with its printers for mission-critical systems,
high-speed printers for the POD markets and also low-end color laser
printers. Hitachi PRS's participation in the Ricoh group will not only create
synergistic effects in the areas of technology, products and human resources
for Ricoh printer business but also contribute to increasing Ricoh's
corporate value.
Hitachi, for its part, is making every possible effort to ensure that all its
businesses win in the global marketplace in accordance with its mid-term
business plan: "i.e. HITACHI Plan II." This basic agreement was made within
the context of this plan. Hitachi sees printers as important products for its
information and communication systems business and intends to provide its
customers with even higher valued-added solutions, maintaining all the while
a strong business partnership with Ricoh.
2. Corporate profile of Hitachi PRS
(1) Name Hitachi Printing Solutions, Ltd.
(2) President Toshiaki Katayama
President and Chief Executive Officer
(3) Address 15-1, Konan 2-chome, Minato-ku, Tokyo, Japan
(4) Date of incorporation October, 2002
(5) Business content Printers and related equipment, software
development, product development, design,
production and marketing
(6) Fiscal year-end March 31
(7) Number of employees 820 (Group 2,200) as of December, 2003
(8) Capital stock 5,000 million yen (Number of shares held 100,000)
(9) Net sales About 60,000 million yen (estimate for fiscal
year ended in March 2004)
-2-
3. Changes in share holding ratios
Current Ricoh 0% Hitachi 100%
After the transfer (plan) Ricoh 100% Hitachi 0%
4. Schedule
Scheduled transfer of shares: October 2004
5. Influence on Ricoh and Hitachi consolidated financial figures
None for fiscal 2003 ending on March 31, 2004 is expected.
Influence in fiscal 2004 ending on March 31, 2005 will depend on result
of current negotiations.
About Ricoh
A pioneer in digital office equipment, Ricoh offers a broad range of office
solutions with world class support and services, including MFPs, printers, fax
machines, CD-R and DVD+ReWritable drives and media. With 394 consolidated
subsidiaries worldwide, employing approximately 74,000 people, the Ricoh Group
posted consolidated total sales of 1,738.4 billion yen ($14.7 billion) for the
fiscal year ended March 31, 2003. A global leader, the Ricoh Group currently
enjoys No.1 market share for plain paper copiers in Europe, Japan and No.2 share
in the USA. For more information on Ricoh, please visit the company's Web site
at http://www.ricoh.com.
About Hitachi
Hitachi, Ltd. (TSE: 6501/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.
- ### -