KKR Announces Tender Offer to Acquire Hitachi Kokusai Electric
April 26, 2017
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Hitachi Kokusai operates two business segments: a Video and Communication Solutions business engaged in video security, IoT high-reliability wireless, and railroad solutions, and a Thin-Film Process Solutions business focusing on semiconductor manufacturing equipment as well as systems maintenance and sales of parts and used equipment.
In connection with the tender offer, the Offeror has entered into an
agreement (the “Agreement”) with Hitachi, the lead shareholder in
Hitachi Kokusai, and
Through this joint investment, KKR will collaborate with
The Offeror expects to commence the tender offer in early
The proposed tender offer price of
The proposed tender offer price represents:1
-
A premium of 62.46% to Hitachi Kokusai’s 12-month average closing
price to
October 3, 2016 -
A premium of 59.12% to Hitachi Kokusai’s 6-month average closing price
to
October 3, 2016 .
Since the total number of Hitachi Kokusai’s outstanding shares
(excluding treasury shares) is equal to 102,703,392 (as of
Mr.
Mr. Hidemi Moue, CEO of JIP, said: “Hitachi Kokusai’s Video and
Communication Solutions business has a strong track record of sales of
communications and wireless equipment to local municipalities and
government agencies in
KKR expects to make its investment from its Asian private equity fund.
KKR has been investing in
JIP supports the revitalization of Japanese companies by providing funds
and management support, mainly associated with business carve-outs and
restructuring of major corporations. JIP has made a total of 20
investments within
This press release should be read in conjunction with the full text of the Hitachi Kokusai Press Release, a copy of 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 in accordance with the procedures
and information disclosure standards prescribed by Japanese law, which
may differ from the procedures and information disclosure standards 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 Offeror, the Company, JIP and Hitachi
as well as the tender offer agent (including their respective
affiliates) may engage prior to the commencement of, or during, the
tender offer period in the purchase or arrangement to purchase 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, Rule 14e-5(b) of the
About KKR
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
About
JIP was established in
1 The figures set out above are based on the Hitachi Kokusai
closing share prices extracted from Bloomberg as at and prior to the
last full trading day (
View source version on businesswire.com: http://www.businesswire.com/news/home/20170426005600/en/
For KKR
+852 3602 7335
anita.davis@kkr.com
or
Kristi
Huller (
+1 212 230 9722
kristi.huller@kkr.com
or
+81-3-5425-7220
KKRJapanPR@ashton.jp
or
For
JIP
Toshikazu Ugawa
+81-3-6266-5781
jipinc@jipinc.com
Source:
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