Hitachi and Hitachi Medical Announce Making Hitachi Medical a Wholly-Owned Subsidiary of Hitachi via a Share Exchange
Tokyo, February 6, 2014 – Hitachi, Ltd. (TSE: 6501; “Hitachi”) and Hitachi Medical Corporation (TSE: 6910; “Hitachi Medical”) determined on January 30, 2014 the method for making Hitachi Medical a wholly-owned subsidiary of Hitachi to be a share exchange with Hitachi as the wholly-owning parent company and Hitachi Medical as the wholly-owned subsidiary (the “Share Exchange”). They today announced that they have reached agreement on the exchange ratio, the effective date and other detailed matters of the Share Exchange and that they have concluded a share exchange agreement (the “Share Exchange Agreement”).
Both companies plan to implement the Share Exchange without obtaining approval by resolution of a General Meeting of Shareholders, with Hitachi using a simplified share exchange (kani kabushiki kokan) procedure pursuant to Article 796, Paragraph 3 of the Companies Act of Japan, and Hitachi Medical using a short-form share exchange (ryakushiki kabushiki kokan) procedure pursuant to Article 784, Paragraph 1 of the Companies Act of Japan.
Hitachi Medical shares will be delisted on February 26, 2014 (the final trading date will be February 25, 2014) prior to the effective date of the Share Exchange (March 1, 2014).
For more information, please click here http://www.hitachi.com/New/cnews/f_140206.pdf