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    5486   JP3786200000

HITACHI METALS, LTD.

(5486)
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Hitachi Metals : Notice Concerning the Absorption-type Merger (Simplified Merger and Short-form Merger) of Consolidated Subsidiary (Hitachi Metals MMC Superalloy, Ltd.)(PDF: 61KB)

10/24/2017 | 06:23am EDT

To whom it may concern:

October 24, 2017

Company Name: Hitachi Metals, Ltd. Name of Representative: Akitoshi Hiraki President and Chief Executive Officer

(Code: 5486; First Section of the Tokyo Stock Exchange)

Contact: Tatsuya Minami General Manager, Corporate Communications Office

(Telephone: +81-3-6774-3077)

Notice Concerning the Absorption-type Merger (Simplified Merger and Short-form Merger) of Consolidated Subsidiary (Hitachi Metals MMC Superalloy, Ltd.)

Hitachi Metals, Ltd. (hereinafter, "Hitachi Metals"), hereby announces today that it has decided to merge with Hitachi Metals MMC Superalloy, Ltd. (hereinafter, "Hitachi Metals MMC Superalloy"), a consolidated subsidiary of Hitachi Metals, in the form of an absorption-type merger (hereinafter, "this Merger.") Since this Merger is an absorption-type merger of a wholly- owned subsidiary, the disclosure contained herein omits certain matters and details.

  1. Purpose of this Merger

    By positioning the aircraft and energy materials business as a core business for the next generation, Hitachi Metals' Specialty Steel Company has been taking measures to further solidify and expand this business. To accelerate our measures towards the medium- to long-term growth of this business, we have decided to merge with Hitachi Metals MMC Superalloy, a wholly- owned subsidiary of Hitachi Metals, in the form on an absorption-type merger, in an effort to achieve further integration of business operations.

    Following this Merger, Hitachi Metals MMC Superalloy's head office and Okegawa Works will take on part of the aircraft and energy materials business as Okegawa Works of Hitachi Metals' Specialty Steel Company (provisional name).

  2. Summary of this Merger

  3. Schedule of this Merger

    Date of decision by Hitachi Metals

    October 24, 2017

    Board of directors' resolution at Hitachi

    Metals MMC Superalloy

    October 24, 2017

    Conclusion date of merger agreement

    October 24, 2017

    Effective date

    April 1, 2018 (scheduled)

    Pursuant to the provisions of simplified mergers as prescribed in Article 796, Paragraph 2 of the Companies Act and short- form mergers as prescribed in Article 784, Paragraph 1 of the Companies Act, this Merger will be carried out without obtaining approval on the merger agreement at the general meetings of shareholders of Hitachi Metals and Hitachi Metals MMC Superalloy.

  4. Form of this Merger

    This is an absorption-type merger whereby Hitachi Metals will be the surviving company and Hitachi Metals MMC Superalloy will be the absorbed company.

  5. Details of Allocation under this Merger

    Because this Merger involves the parent company and a wholly-owned subsidiary, no allocation of shares or delivery of other consideration by Hitachi Metals will take place.

  6. Treatment of Share Options and Bonds with Share Options of the Absorbed Company in Conjunction with this Merger No share options and bonds with share options have been issued by the absorbed company.

  7. Outline of the Companies Involved in this Merger

    Surviving company (Hitachi Metals)

    Absorbed company (Hitachi Metals MMC Superalloy)

    (1)

    Company name

    Hitachi Metals, Ltd.

    Hitachi Metals MMC Superalloy, Ltd.

    (2)

    Location

    2-70, Konan 1-chome, Minato-ku, Tokyo

    1230 Kamihideya, Okegawa, Saitama

    (3)

    Name and title of representative

    Akitoshi Hiraki,

    Representative Executive Officer, President and Chief Executive Officer

    Yoshitaka Suda, President

    (4)

    Business details

    Manufacturing and sales of specialty steel products, magnetic materials and applications, functional components and equipment, wires, cables, and related products

    Manufacturing and sales of heat resistant alloys, corrosion resistant alloys, wear resistant alloys and special copper alloys

    (5)

    Stated capital

    26,284 million yen (as of March 31, 2017)

    3,808 million yen (as of March 31, 2017)

    (6)

    Date of incorporation

    April 10, 1956

    July 1, 2010

    (7)

    Number of shares issued

    428,904,352 shares (as of March 31, 2017)

    62,000 shares (as of March 31, 2017)

    (8)

    Book-closing date

    March 31

    March 31

    (9)

    Major shareholders and percentage holdings thereof

    Hitachi, Ltd. 52.75%

    (as of March 31, 2017)

    Hitachi Metals, Ltd. 100%

    (as of October 2, 2017)

    (10)

    Financial results and financial condition of the surviving company in the most recent business year (year to March 2017, consolidated, IFRS)

    Total assets

    1,040,390 million yen

    Total capital

    548,746 million yen

    Amounts per share attributable to owners of the parent company

    1,254.89 yen

    Revenues

    910,486 million yen

    Adjusted operating income*

    65,983 million yen

    Income before income taxes

    66,016 million yen

    Net income attributable to shareholders of the parent company

    50,593 million yen

    Basic earnings per share (yen)

    118.32 yen

    (11)

    Financial results and financial condition of the absorbed company in the most recent business year (year to March 2017, Japanese GAAP)

    Net assets

    11,513 million yen

    Total assets

    26,437 million yen

    Net assets per share

    185,705.77 yen

    Sales

    18,674 million yen

    Operating income

    275 million yen

    Ordinary income

    244 million yen

    Net income

    256 million yen

    Earnings per share (yen)

    4,136.44 yen

    *Adjusted operating income is calculated by deducting cost of sales and SG&A (sales, general and administrative expenses) from revenues.

  8. Situation following this Merger

    There will be no changes to Hitachi Metals' company name, location, name and title of representative, business details, stated capital and book-closing date in line with this Merger.

  9. Impact on Financial Results

  10. This Merger will have no impact on Hitachi Metals' consolidated financial results.

    (Reference)

    Hitachi Metals' Consolidated Financial Forecast (Announced on April 28, 2017) and Financial Results in Previous Term

    (Unit: million yen)

    Revenues

    Adjusted operating income

    Income before income taxes

    Net income attributable to shareholders of the parent company

    Consolidated financial forecast

    (Year to March 2018)

    950,000

    80,000

    63,000

    45,000

    Consolidated financial forecast

    (Year to March 2017)

    910,486

    65,983

    66,016

    50,593

    For inquiries regarding this matter:Corporate Communications, Hitachi Metals, Ltd. E-mail:hmcc.sa@hitachi-metals.com

Hitachi Metals Ltd. published this content on 24 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 October 2017 10:22:03 UTC.


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Net Debt 2021 135 B 1 215 M 1 215 M
P/E ratio 2021 -21,4x
Yield 2021 0,41%
Capitalization 908 B 8 189 M 8 182 M
EV / Sales 2021 1,38x
EV / Sales 2022 1,17x
Nbr of Employees 28 620
Free-Float 46,3%
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Last Close Price 2 123,00 JPY
Average target price 1 894,25 JPY
Spread / Average Target -10,8%
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NameTitle
Mitsuaki Nishiyama Co-Chairman, CEO & Executive President
Hiroaki Nishioka Chief Financial Officer & Head-Administration
Kenichi Nishiie Co-Chairman
Kazuya Murakami Managing Executive Officer, General Manager-R&D
Ryoichi Aida Chief Quality Officer & Head-Technology
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