Hitachi Limited and Hitachi Triple Win Corporation have announced a basic agreement to establish a company that will provide finance and human resources shared services for the Hitachi Group.
On April 1, 2006, Hitachi's Human Capital Solution Center and Hitachi Triple Win's Finance Shared Service Division will be transferred to a new company jointly established by the two companies through a joint corporate split. After the establishment, the new company will become a wholly owned subsidiary of Hitachi. The name of the new company is yet to be determined.
The Hitachi Group is implementing various measures as part of a company-wide effort to increase management efficiencies. The establishment of the new company will streamline finance and human resources processes and procedures. The new company will also plan to provide services to other corporate groups by making use of the Hitachi Group's accumulated expertise in finance and human resources administration.
Schedule for Corporate Split and Establishment of New Company
- Late January 2006 - Conclusion of Corporate Split Plan (Hitachi and Hitachi Triple Win).
- Mid-February 2006 - Approval of Corporate Split Plan by General Meeting of Shareholders (Hitachi Triple Win).
- April 1, 2006 - Date of Corporate Split and New Company Establishment.
- April 3, 2006 - Date of Registration of Corporate Split and New Company Establishment
Hitachi will split the relevant business without approval of the Corporate Split Plan by the General Meeting of Shareholders, pursuant to the Article 374-6, Paragraph 1 of the Commercial Code of Japan.
Method Used for Corporate Split and Establishment of New Company
A new company will be formed by a corporate split procedure. Hitachi's Human Capital Solution Center and Hitachi Triple Win's Finance Shared Service Division will be transferred to a new company jointly established by the two companies through a joint corporate split. Then, the new company will become a 100% subsidiary of Hitachi Limited.
Stock allocation
(1) Number of Shares to Be Allocated Upon Corporate Split
Hitachi and Hitachi Triple Win will receive 9,800 shares and 4,200 shares of common stocks of the new company, respectively.
(2) Calculation Methods
Hitachi and Hitachi Triple Win have confirmed assets and liabilities of the businesses to be split, and have agreed on the stock allocation ratio of Hitachi: Hitachi Triple Win = 7:3 based on the net asset value method.
Payments - There is no payment with regard to the allocation of shares.
Rights and obligations to be transferred to new company - Hitachi and Hitachi Triple Win will transfer the assets, liabilities, intellectual properties, and contractual status relating to the businesses to be split as of the day before the date of registration of corporate split.
Outlook for fulfillment of Financial Obligations - Hitachi and Hitachi Tripe Win have judged that both the transferors and the transferee can satisfy all obligations that they will have to bear.
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