Apr 21, 2020 16:00 JST

Source: Showa Denko K.K.

Showa Denko Announces Results of Tender Offer for Shares in Hitachi Chemical Company, Ltd. (JP:4217) and Change in Subsidiary (a Second-tier Subsidiary Company)


TOKYO, Apr 21, 2020 - (JCN Newswire) - HC Holdings K.K. (a wholly-owned subsidiary of Showa Denko K.K. ("Showa Denko"); the "Tender Offeror") decided on March 23, 2020, through the Tender Offeror's representative officer, to acquire common shares (the "Target Shares") of Hitachi Chemical Company, Ltd. (the "Target Company") listed on the First Section of Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") under the code number 4217, through a tender offer (meaning a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"); the "Tender Offer"). The Tender Offeror commenced the Tender Offer on March 24, 2020, and the Tender Offer was completed on April 20, 2020. Accordingly, we hereby announce the results thereof as follows.

We also hereby announce that as a result of the Tender Offer, as of April 28, 2020 (the settlement commencement date of the Tender Offer), the Target Company will cease to be the subsidiary of Hitachi, Ltd. ("Hitachi") and will become a subsidiary of the Tender Offeror and consolidated subsidiary (a second-tier subsidiary company) of Showa Denko.

I. Results of the Tender Offer

1. Outline of Purchase

(1) Name and Location of the Tender Offeror
HC Holdings K.K.
13-9, Shiba Daimon 1-Chome, Minato-ku, Tokyo

(2) Name of the Target Company
Hitachi Chemical Company, Ltd.

(3) Type of Share Certificates to be Purchased
Common shares

(4) Number of Share Certificates to Be Purchased
Number of Shares to be Purchased: 208,218,230 (shares)
Minimum Number of Shares to be Purchased: 138,812,200 (shares)
Maximum Number of Shares to be Purchased: - (shares)

(Note 1): If the total number of share certificates, etc., tendered to the Tender Offer (the "Tendered Share Certificates") is less than the minimum number of shares to be purchased (138,812,200 shares), none of the Tendered Share Certificates will be purchased. If the total number of Tendered Share Certificates is the minimum number of shares to be purchased (138,812,200 shares) or more, all of the Tendered Share Certificates will be purchased. Because there is no set number for maximum number of shares to be purchased for the Tender Offer, the maximum number of share certificates of the Target Company that will be acquired by the Tender Offeror in the Tender Offer (208,218,230 shares) is stated as the number of shares to be purchased. The maximum number is the number of shares (208,218,230 shares) obtained by deducting the number of the treasury shares owned by the Target Company as of December 31, 2019 stated in the "Consolidated Financial Summary (For the Third Quarter Ended December 31, 2019 (IFRS basis))" announced on January 28, 2020, by the Target Company (the "Target Company's Financial Summary") (146,683 shares) from the total number of the outstanding shares as of December 31, 2019 stated in the 71st Third Quarterly Report submitted by the Target Company on February 12, 2020 (the "Target Company's Third Quarterly Report") (208,364,913 shares).
(Note 2): Shares less than one unit are also subject to the Tender Offer. If the right to demand purchase of shares less than one unit is exercised by a shareholder in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares during the period of the Tender Offer (the "Tender Offer Period") in accordance with the procedures under laws and regulations.
(Note 3): The Tender Offeror does not intend to acquire the treasury shares owned by the Target Company through the Tender Offer.

(5) Period for Purchase
(i) Period for Purchase in the Registration Statement
The period is from March 24, 2020 (Tuesday) to April 20, 2020 (Monday) (20 business days).

(ii) Possibility of Extension Based on Requests by the Target Company
If the Target Company submits a position statement stating that the Target Company requests an extension of the Tender Offer Period based on Article 27-10, paragraph 3 of the Act, the Tender Offer Period shall be extended to May 8, 2020 (Friday) (30 business days). However, no event falling under the above has arisen.

(6) Price for Purchase
4,630 yen per common share

2. Results of Purchase

(1) Whether the Tender Offer Has Successfully Completed
As a condition for the Tender Offer, it was decided that if the total number of Tendered Share Certificates is less than the minimum number of shares to be purchased (138,812,200 shares), none of the Tendered Share Certificates will be purchased. However, because the total number of the Tendered Share Certificates (182,412,507 shares) is equivalent to or higher than the minimum number of shares to be purchased (138,812,200 shares), purchase of all of the Tendered Share Certificates will be carried out as stated in the announcement regarding commencement of tender offer and the tender offer registration statement.

(2) Date of Public Notice of Results of the Tender Offer and Name of Newspaper that Published the Public Notice
Based on Article 27-13, paragraph 1 of the Act, the results of the Tender Offer were disclosed to journalistic organizations on April 21, 2020, at the Tokyo Stock Exchange by the method provided for in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended).

(3) Number of Purchased Share Certificates, etc.
Type of Share Certificates, etc.
(i) Number of Tendered Share Certificates, etc. Converted into Shares
(ii) Number of Purchased Share Certificates, etc. Converted into Shares

- Share Certificates: (i) 182,412,507 shares (ii) 182,412,507 shares
- Share Option Certificates: (i) - shares; (ii) - shares
- Corporate Bond Certificates with Share Options: (i) - shares; (ii) - shares
- Beneficiary Certificates of Share Certificates, etc.: (i) - shares; (ii) - shares
- Depository Receipt for Share Certificates, etc.: (i) - shares; (ii) - shares
- Total: (i) 182,412,507 shares (ii) 182,412,507 shares
- (Total Number of Potential Share Certificates, etc.): (i) - shares; (ii) (- share)

(4) Ownership Ratio of Share Certificates After Purchase
- Number of Voting Rights Relating to Share Certificates Owned by the Tender Offeror Before Purchase; - ; (Ownership Ratio of Share Certificates Before Purchase: -%)
- Number of Voting Rights Relating to Share Certificates Owned by Specially Related Parties Before Purchase; - ; (Ownership Ratio of Share Certificates Before Purchase: -%)
- Number of Voting Rights Relating to Share Certificates Owned by the Tender Offeror After Purchase; 1,824,125 (Ownership Ratio of Share Certificates After Purchase: 87.61%)
- Number of Voting Rights Relating to Share Certificates Owned by Specially Related Parties After Purchase; - ; (Ownership Ratio of Share Certificates After Purchase: -%)
- Number of Voting Rights of All Shareholders of the Target Company; 2,080,319

(Note 1): The "Number of Voting Rights of All Shareholders of the Target Company" is the number of voting rights of all shareholders as of December 31, 2019 stated in the Target Company's Third Quarterly Report. However, because shares less than one unit were also subject to the Tender Offer, for purposes of
calculating the "Ownership Ratio of Share Certificates After Purchase," the number of the voting rights (2,082,182) relating to the number of shares (208,218,230 shares) obtained by deducting the number of the treasury shares owned by the Target Company as of December 31, 2019 stated in the Target Company's financial summary (146,683 shares) from the total number of the outstanding shares as of December 31, 2019 stated in the Target Company's Third Quarterly Report (208,364,913 shares) is used as the denominator.
(Note 2): The "Ownership Ratio of Share Certificates After Purchase" is rounded to two decimal places.

(5) Calculation in the Case of Purchase by a Method of Proportional Distribution
No applicable matter has arisen under this section.

(6) Method of Settlement
(i) Name and location of head office of financial instruments business operator or bank responsible for settlement of purchase: Mizuho Securities Co., Ltd. 1-5-1, Otemachi, Chiyoda-ku, Tokyo
(ii) Settlement commencement date: April 28, 2020 (Tuesday)
(iii) Method of settlement
A notice of purchase through the Tender Offer will be mailed to the addresses of the shareholders who accept the Tender Offer (the "Accepting Shareholders") (or the addresses of their standing proxies in the case of shareholders, including corporate shareholders, that reside outside of Japan ("Non-Resident Shareholders")) without delay after the expiry of the Tender Offer Period. Payment for the purchase will be made in cash. Under the instructions of the Accepting Shareholders (or their standing proxies, in the case of Non-Resident Shareholders), the tender offer agent will remit payment for share certificates to be purchased to the location instructed by the Accepting Shareholders (or their standing proxies in the case of Non-Resident Shareholders), or to the account of the Accepting Shareholders whose tender was accepted by the tender offer agent, without delay, on or after the settlement commencement date.

3. Policy After the Tender Offer and Future Outlook

There is no change from the contents described in the "Announcement Regarding the Commencement of Tender Offer for Shares in Hitachi Chemical Company, Ltd. (Securities Code 4217)," published as of March 23, 2020, by the Tender Offeror.

The Tender Offeror plans to carry out the procedure for making the Target Company a whollyowned subsidiary in order to obtain all of the Target Shares (excluding treasury shares owned by the Target Company), which will be carried out after the successful completion of the Tender Offer. Although the Target Shares are currently listed on the First Section of the Tokyo Stock Exchange, the Target Shares will be delisted following the prescribed procedures in accordance with the Delisting Standards of the Tokyo Stock Exchange. The future procedures will be disclosed by the Target Company as soon as they have been determined.

4. Place Where a Copy of the Tender Offer Report Is To Be Made Available for Public Inspection

HC Holdings, K.K.
(13-9, Shiba Daimon 1-Chome, Minato-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

II. Change in Subsidiary (a Second-tier Subsidiary Company)

1. Reason for Change

As a result of the Tender Offer, as of April 28, 2020 (the settlement commencement date of the Tender Offer), the Target Company will cease to be Hitachi's subsidiary and will become a subsidiary of the Tender Offeror and consolidated subsidiary (a second-tier subsidiary company) of Showa Denko.

2. Outline of Subsidiary (Second-tier Subsidiary Company) to be Changed (Target Company)

(1) Name: Hitachi Chemical Company, Ltd.
(2) Location: 1-9-2, Marunouchi, Chiyoda-ku, Tokyo
(3) Title and Name of Representative: Hisashi Maruyama, President and CEO
(4) Description of Business: Manufacturing, processing, and sales of functional materials and advanced components and systems
(5) Stated Capital: 15,454,363 thousand yen (as of December 31, 2019)
(6) Date of Incorporation: October 10, 1962
(7) Major Shareholders and Shareholding Ratio (as of September 30, 2019)(Note):
- Hitachi, Ltd. 51.24%
- Goldman Sachs and Company (regular account) (standing proxy: Goldman Sachs Japan Co., Ltd.) 5.89%
- Credit Suisse Securities (Japan), Ltd. 3.74%
- Japan Trustee Services Bank, Ltd. (trust account) 2.65%
- Goldman Sachs International (standing proxy: Goldman Sachs Japan Co., Ltd.) 2.08%
- The Master Trust Bank of Japan, Ltd. (trust account) 1.94%
- State Street Bank and Trust Company 510312 (standing proxy: Mizuho Bank, Ltd., Settlement & Clearing Services Department) 1.78%
- State Street Bank and Trust Company 510311 (standing proxy: Mizuho Bank, Ltd., Settlement & Clearing Services Department) 1.50%
- The Bank of New York GCM Client Account JPRD ISG (FE-AC) (standing proxy: MUFG Bank, Ltd.) 1.37%
- Japan Trustee Services Bank, Ltd. (trust account 7) 1.02%
(8) Relationships Between the Listed Company and the Target Company
- Capital Relationship: N/A
- Personnel Relationship: N/A
- Business Relationship: Showa Denko, who is a parent company of the Tender Offeror sells functional chemicals, ceramics products, and electronic chemicals to the Target Company. Further, the Target Company purchases materials from, and provides analysis services to, Showa Denko.
- Status as Related Party: N/A
(9) Consolidated Operating Results and Consolidated Financial Position of the Target Company for Previous Three Years (International Financial Reporting Standards)
Fiscal Year: Fiscal Year Ended March 31, 2017 / Fiscal Year Ended March 31, 2018 / Fiscal Year Ended March 31, 2019
- Equity Interests of Shareholders of Parent Company: 375,001 million yen / 400,383 million yen / 420,095 million yen
- Amount of Total Assets: 609,155 million yen / 701,163 million yen / 708,659 million yen
- Equity Interests of Shareholders of Parent Company per Share: 1,800.91 yen / 1,922.85 yen / 2,017.54 yen
- Sales Revenue: 554,144 million yen / 669,234 million yen / 681,025 million yen
- Net Income Attributable to Shareholders of Parent Company: 40,186 million yen / 36,324 million yen / 28,723 million yen
- Basic Earnings per Share: 192.99 yen / 174.45 yen / 137.94 yen
- Dividends per Share: 55.00 yen / 60.00 yen / 60.00 yen

(Note): "(7) Major Shareholders and Shareholding Ratio (as of September 30, 2019)" is based on "Status of Major Shareholder(s)" in the 71st Second Quarterly Report submitted by the Target Company on November 12, 2019.

3. Outline of Subsidiary that will Acquire the Shares (HC Holdings, K.K.)

(1) Name: HC Holdings K.K.
(2) Location: 13-9, Shiba Daimon 1-Chome, Minato-ku, Tokyo
(3) Title and Name of Representative: Eishi Wakutsu, Representative Officer
(4) Description of Business: Pure holding company
(5) Stated Capital: One yen (as of April 21, 2020 (Note 1))
(6) Date of Incorporation: December 9, 2019
(7) Major Shareholders and Shareholding Ratio: Showa Denko 100% (as of April 21, 2020 (Note 2))
(8) Relationship between the Listed Company and the Target Company
- Capital Relationship: Showa Denko holds all of the outstanding shares of the Tender Offeror (one share (as of April 21, 2020 (Note 3))).
- Personnel Relationship: As of today, Mr. Eishi Wakutsu, who is Showa Denko's Corporate Officer and General Manager of Corporate Strategy Department, also serves as the Representative Officer of the Tender Offeror.
- Business Relationship: N/A
- Status as Related Party: The Tender Offeror is the consolidated subsidiary of Showa Denko and constitutes Showa Denko's related party.

(Note 1): As described in the "Announcement Regarding Fundraising, Capital Reduction of the Consolidated Subsidiary and Change in the Specified Subsidiary Company," which was separately disclosed today, with respect to Showa Denko and the Tender Offeror, Showa Denko's wholly-owned subsidiary Showa Denko's board of directors and the representative officer of the Tender Offeror also decided, on the same date, that the Tender Offeror will issue preferred shares by means of a third-party share allotment (the "Issuance of the Preferred Shares"), Mizuho Bank, Ltd. ("Mizuho Bank") and Development Bank of Japan Inc. ("Development Bank of Japan") will subscribe for all of such preferred shares, and a preferred share investment agreement will be executed among Mizuho Bank, Development Bank of Japan, Showa Denko, and the Tender Offeror, and that the Tender Offeror will issue common shares by means of a third-party share allotment (the "Issuance of Common Shares") (for details, please see "Announcement Regarding Fundraising, Capital Reduction of the Consolidated Subsidiary and Change in the Specified Subsidiary Company," disclosed as of today.). Though the Issuance of the Preferred Shares and the Issuance of the Common Shares, the amount of the stated capital of the Tender Offeror will increased by 285 billion yen to 285 billion 1 yen. In addition, through issuance of shares for subscription, the Tender Offeror plans to reduce the amount of its stated capital by 284.9 billion 1 yen, under the condition that as of April 30, 2020, the amount of stated capital of the Tender Offeror is 285 billion 1 yen and the amount of its capital reserves is 285 billion yen, which will be effectuated as of May 1, 2020. As a result, the amount of the stated capital of the Tender Offeror will be 100 million yen.
(Note 2): Through the Issuance of the Preferred Shares and the Issuance of the Common Shares, Showa Denko will become the common shareholder, and Mizuho Bank and Development Bank of Japan will become the preferred shareholders. Because such preferred shares do not have voting rights, the ratio of the voting rights of Showa Denko will remain 100%, even after the Issuance of the Preferred Shared and the Issuance of the Common Shares.
(Note 3): Through the Issuance of the Common Shares, the total number of the outstanding shares pertaining to the Tender Offeror's common shares will be 295 billion 1 shares, all of which will be held by Showa Denko (for details, please see "Announcement Regarding Fundraising, Capital Reduction of the Consolidated Subsidiary and Change in the Specified Subsidiary Company," disclosed as of today.).

4. Number of Acquired Shares, Price for Acquisition, and Status of Shareholdings Before and After the Acquisition

(1) Size of Shareholdings Before the Change
- shares
(Number of voting rights: -)
(Ownership ratio of voting rights: -)
(2) Number of Acquired Shares
182,412,507 shares
(Number of voting rights: 1,824,125)
(Ownership ratio of voting rights: 87.61%)
(3) Price for Acquisition Target Shares: Approximately 844,569 million yen
(4) Size of Shareholdings After the Change
182,412,507 shares
(Number of voting rights: 1,824,125)
(Ownership ratio of voting rights: 87.61%)

(Note 1): With respect to the "ownership ratio of voting rights," the number of the voting rights (2,082,182) relating to the number of shares (208,218,230 shares) obtained by deducting the number of the treasury shares owned by the Target Company as of December 31, 2019, as stated in the Target Company's financial summary (146,683 shares) from the total number of the outstanding shares as of December 31, 2019, as stated in the Target Company's Third Quarterly Report (208,364,913 shares) is used as the denominator.
(Note 2): The "ownership ratio of voting rights" is rounded to two decimal places.

5. Date of Change (To Be Fixed)

April 28, 2020 (Tuesday) (settlement commencement date of the Tender Offer)

6. Future Outlook

The impact on Showa Denko's consolidated results due to this change to the subsidiary is currently under review. If modification of the financial forecast is required, or if any matters to be announced arise, they will be promptly disclosed.

Full release can be viewed at www.sdk.co.jp/assets/files/english/news/2020/20200421_sdknewsrelease1_e.pdf


About Showa Denko K.K.
Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/ graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.


Contact:
Showa Denko K.K., CSR & Corporate Communication Office, Tel: 81-3-5470-3235
Source: Showa Denko K.K.
Sectors: Chemicals

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