KKR Announces Tender Offer to Acquire Hitachi Koki Hitachi and Hitachi Urban Investment Agree to Tender Their Holdings of Hitachi Koki Shares
KKR to support accelerated global growth of Hitachi Koki
In connection with the tender offer, the Bidder has entered into a tender agreement (the "Tender Agreement") with Hitachi Ltd. ("Hitachi"), the lead shareholder in Hitachi Koki, to acquire in the tender offer Hitachi's approximate 40.25% holding of Hitachi Koki's common shares, and also with
Hitachi Koki is a leading supplier of high performance, high quality power tools and life science equipment, competing in the global marketplace to introduce cordless technology to a wider range of power tool products and applications. The Company is actively pursuing expansion in global markets, and has acquired German power tool company metabo Aktiengesellschaft in
Pending a successful outcome in the Bidder's tender offer, KKR intends to work closely with Hitachi Koki's management and employees, leveraging Hitachi Koki's excellent technology development capabilities and KKR's global resources and the experience of its worldwide team to identify opportunities to strengthen the Company's business platform. These opportunities may include implementing operational improvement initiatives and identifying and executing acquisitions globally with the aim of growing Hitachi Koki's corporate value.
Under the terms of the announced offer under Japan's Financial Instruments and Exchange Act, among other terms, the Bidder will commence the tender offer to acquire the issued common stock and stock acquisition rights of Hitachi Koki. In addition, based on the Bidder's proposal, Hitachi Koki plans to pay a special dividend (the "Special Dividend") conditional upon the success of the tender offer, with a record date of
The value per share represents:1
- A premium of 89.8% to Hitachi Koki's 12-month average closing price to
October 4, 2016
- A premium of 108.0% to Hitachi Koki's 6-month average closing price to
October 4, 2016.
Since the total number of Hitachi Koki's common shares is equal to 101,429,921 (number of issued shares excluding treasury shares; including the number of shares subject to stock acquisition rights), this transaction values Hitachi Koki at
KKR makes its proposed investment predominantly from its Asian Fund II. KKR has been investing in
This press release should be read in conjunction with the full text of the HK press release, which is available on www.jpx.co.jp.
This press release has been prepared for the purpose of informing the public of the tender offer and has not been prepared for the purpose of soliciting an offer to sell, or making an offer to purchase, any securities. If shareholders wish to make an offer to sell their shares in the tender offer, they should first read the Tender Offer Explanation Statement for the tender offer and offer their shares or stock options for sale at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press release (or a part thereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the tender offer, and this press release may not be relied on at the time of entering into any such agreement.
The tender offer will be conducted for common shares and stock acquisition rights of Hitachi Koki, a company established in
Unless otherwise specified, all procedures relating to the tender offer are to be conducted entirely in Japanese. If all or any part of a document relating to the tender offer is prepared in the English language and there is any inconsistency between the English-language documentation and the Japanese-language documentation, the Japanese-language documentation will prevail.
The financial advisors to the Bidder and the Company as well as the tender offer agent may engage in the purchase of shares of the Company for their own account or for their customers' accounts to the extent permitted under the Japanese Financial Instruments and Exchange Act, and the Bidder acknowledges such purchases. In the event information regarding such purchases is disclosed in
KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world‐class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners' capital and brings opportunities to others through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information about
1 The figures set out above are based on the Hitachi Koki closing share prices extracted from Bloomberg as at and prior to the last full trading day (
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