FOR IMMEDIATE RELEASE
Hitachi, Fuji Electric and Meiden Reach Basic Agreement
on Dissolving T&D Joint Venture
(Progress Report)
Tokyo, September 29, 2011 --- As announced on July 29, 2011, Hitachi, Ltd. (“Hitachi”, NYSE:HIT / TSE:6501), Fuji Electric Co., Ltd. (“Fuji Electric”, TSE:6504) and Meidensha Corporation (“Meiden”, TSE:6508) agreed to begin concrete discussions toward the progressive dissolution of their joint venture in the power transmission and distribution (“T&D”) field. The four companies, including the joint venture Japan AE Power Systems Corporation (“AE Power”) have discussed the successor, succession method and so on. Today, the parties reached the following basic agreement (“Basic Agreement”).
I. Reason for Joint Venture Dissolution
AE Power, the joint venture by joint contribution of Hitachi, Fuji Electric and Meiden (“co-parent companies”), was established on July 1, 2001 by the consolidation of the three companies’ T&D businesses and has been developing its business globally. In recent years, the market for these T&D systems has seen growing demand, particularly from emerging markets. Going forward, higher growth rate is expected by the progress of the smart energy in social infrastructure and the industrial field, such as the use of the renewable energy resources and the smart grid.
Under such circumstance, the parties had the discussions on the AE Power growth strategy taking into accounts of the various factors and they came to reach a same conclusion that there is a need to fundamentally review its growth strategy. The parties recently reached a basic framework agreement that the parties will dissolve AE Power for a better organization and they will rebuild and explore the growth of T&D business in each company level.
II. Overview of Joint Venture Dissolution
1. Overview of Business Succession Following Joint Venture Dissolution
(1) Basic Stance
The assets and others (“Assets”) assumed from the co-parent companies when AE Power was established shall be returned to each of the companies, and the businesses attached to the domestic works of AE Power shall be transferred as follows:
1) Business, excluding switchgear business, of the Kokubu Works (Hitachi-shi, Ibaraki Prefecture): Hitachi
2) Switchgear business of the Kokubu Works: Hitachi and Fuji Electric
3) Business of the Chiba Works (Ichihara-shi, Chiba Prefecture): Fuji Electric
4) Business of the Numazu Works (Numazu-shi, Shizuoka Prefecture): Meiden
(2) Succession Method for Joint Venture Business
The co-parent companies shall take over the business of AE Power via the following methods:
1) Hitachi: Hitachi or a subsidiary of Hitachi shall take over part of the business run by AE Power by absorption-type corporate split *1, 2
2) Fuji Electric: Fuji Electric or a subsidiary of Fuji Electric shall take over part of the business run by AE Power by absorption-type corporate split *1, 2
3) Meiden: A subsidiary of Meiden shall take over part of the business run by AE Power by absorption-type corporate split *1, 2
*1 Details of the abovementioned corporate split, including consideration, shall be discussed among the concerned parties, taking into consideration the results of due diligence (corporate value appraisal) and other factors. A further announcement will be made immediately as soon as it is clear that timely disclosure is necessary.
*2 AE Power has not issued any stock acquisition rights or corporate bonds with stock acquisition rights
2. Overview of the Joint Venture Dissolution Schedule
Execution of Basic Agreement September 29, 2011
Execution of final agreement based on Basic Agreement December 2011 (planned)
Joint venture dissolution (Corporate split date) April 1, 2012 (planned)
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