Honda to Commence the Tender Offer for Shares in Keihin, Showa and Nissin

TOKYO, Sep 1, 2020 – (JCN Newswire) – As announced in the press release issued on October 30, 2019, Hitachi, Ltd. (TSE: 6501), Honda Motor Co., Ltd. (TSE: 7267), Hitachi Automotive Systems, Ltd., Keihin Corporation (TSE: 7251), Showa Corporation (TSE: 7274), and Nissin Kogyo Co., Ltd. (TSE: 7230) entered into the basic contract regarding a management integration on October 30, 2019, to conduct the management integration through implementation of the absorption-type merger in which Hitachi Automotive Systems (a wholly-owned subsidiary of Hitachi) will be the surviving company, and Keihin, Showa and Nissin will be the disappearing companies (the “Absorption-type Merger”) after making Keihin, Showa and Nissin wholly-owned subsidiaries of Honda through tender offers targeting the common shares of Keihin, Showa and Nissin (collectively, the “Tender Offer”).

Honda confirmed that all of certain conditions precedent, including filing with and permits from competition authorities of relevant countries in connection with the Tender Offer, have been satisfied, and that the conditions to commence the Tender Offer have been fulfilled. Therefore, Honda determined to commence the Tender Offer from September 2, 2020 on September 1, 2020.

Along with the commencement of the Tender Offer, the schedule for implementation of the Absorption-type Merger assumed as of today is as follows.

Tender Offer Period: From September 2, 2020 (Wednesday) to October 15, 2020 (Thursday) (30 business days)
Date of Public Notice for Commencement of Tender Offer: September 2, 2020 (Wednesday)

The effective date of the Absorption-type Merger is scheduled to be during the period (i) between January and February 2021, if all of the transactions to make Keihin, Showa and Nissin wholly-owned subsidiaries of Honda will be conducted by demand for cash- out, or (ii) between February and March 2021, if any of the transactions to make Keihin, Showa and Nissin wholly-owned subsidiaries of Honda will be conducted by share consolidation.

If the schedule of Absorption-type Merger needs to be changed, it will be announced immediately.

About Hitachi, Ltd.

Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, is focused on its Social Innovation Business that combines information technology (IT), operational technology (OT) and products. The company’s consolidated revenues for fiscal year 2019 (ended March 31, 2020) totaled 8,767.2 billion yen ($80.4 billion), and it employed approximately 301,000 people worldwide. Hitachi drives digital innovation across five sectors – Mobility, Smart Life, Industry, Energy and IT – through Lumada, Hitachi’s advanced digital solutions, services, and technologies for turning data into insights to drive digital innovation. Its purpose is to deliver solutions that increase social, environmental and economic value for its customers. For more information on Hitachi, please visit the company’s website at https://www.hitachi.com.