Hitachi Commences Public Tender Offer for Shares of Yungtay, Elevator Company Based in Taiwan
Taipei, January 16, 2019 --- Hitachi, Ltd. (TSE: 6501, "Hitachi") today announced that, from January 17, 2019, it will commence a public tender offer to acquire all issued shares of Yungtay Engineering Co., Ltd. (TWSE: 1507, "Yungtay"), an elevator and escalator company based in Taiwan, through Hitachi Elevator Taiwan Co., Ltd., a wholly owned subsidiary of Hitachi. Each share will be acquired at 60.0 TWD. Hitachi announced the plan for this public tender offer in the news release dated October 26, 2018 entitled "Hitachi Decides to Conduct Public Tender Offer for Shares of Yungtay, Elevator Company Based in Taiwan," and it will now conduct this public tender offer, having obtained approval from relevant government authorities, which was a precondition for implementation.
As of today, Hitachi owns, together with its wholly owned subsidiary Hitachi Building Systems Co., Ltd., 11.7% of Yungtay's shares, and intends to acquire 100% ownership of Yungtay through this public tender offer. Ahead of this public tender offer, Hitachi signed a contract with Chou-Li Hsu, founding family of Yungtay who holds 4.3% of Yungtay's shares, that he will tender these shares in response to this public tender offer.
With the acquisition, Hitachi aims to further strengthen collaboration with Yungtay, which has been a business partner of Hitachi for over 50 years, enhance the elevator and escalator business in the People's Republic of China and Asia, and accelerate the global expansion of its products and services.
| Offer price for the tender offer | 60.0 TWD per share in cash |
|---|---|
| Tender offer period | From January 17, 2019 to March 7, 2019 |
| Number of issued shares(1) | 408,690,200 shares(excluding Yungtay's treasury shares) |
| Number of shares held by the Hitachi Group(2) | 47,725,739 shares |
| Maximum number of shares to be acquired | 360,964,461 shares(excluding Yungtay's treasury shares) |
| Minimum number of shares to be acquired | 88,504,328 shares(excluding Yungtay's treasury shares) |
| Tender agent for the tender offer | KGI Securities Co., Ltd. http://www.kgieworld.com.tw |
The offer price of 60.0TWD per share represents the following premium against past stock prices:
・Sum of 49.15 TWD (Closing price on October 25, 2018, which is the day before Hitachi's announcement of the plan for this public tender offer) and 22.1% premium
・Sum of 48.78 TWD (Simple average of closing prices for one-month period up to and including October 25, 2018) and 23.0% premium
・Sum of 48.05 TWD (Simple average of closing prices for three-month period up to and including October 25, 2018) and 24.9% premium
Additionally, Hitachi obtained a fairness opinion regarding the offer price in this public tender offer from L&L, Leaven&Co., CPAs, confirming that the offer price is appropriate. In this fairness opinion, the fair value of the Yungtay share is valued between TWD 40.27 and 68.31 and the offer price is within range.
| Company name | Yungtay Engineering Co., Ltd. |
|---|---|
| Headquarters | Taipei, Taiwan |
| Representative | Chairman: Ray Chun Su |
| Business overview | ・Design, manufacture, sales, installation, repair, maintenance of elevators&escalators, and elevator&escalator motors ・Sales&maintenance of construction machinery, cranes, components etc. |
| Year of foundation | 1966 |
| Capital (As of December 31, 2017) |
TWD 4,108.20 million (Approx. JPY 14.8 billion)(3)） |
| Number of issued shares(1) | 408,690,200 shares(excluding Yungtay's treasury shares) |
| Shareholders(2) | Hitachi Group: 11.7% (Hitachi, Ltd. 7.8%, Hitachi Building Systems Co., Ltd. 3.9%) Chou-Li Hsu: 4.3% Others: 84.0% |
| Consolidated revenue（2017） | TWD 16,752.21 million (Approx. JPY 60.3 billion)(3)） |
| Consolidated operating income（2017） |
TWD 1,478.92 million（Approx. JPY 5.3 billion(3)） |
| Number of employees (Consolidated) (As of December 31, 2017) |
5,149 |
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society's challenges, combining its operational technology, information technology, and products/systems. The company's consolidated revenues for fiscal 2017 (ended March 31, 2018) totaled 9,368.6 billion yen ($88.4 billion). The Hitachi Group is an innovation partner for the IoT era, and it has approximately 307,000 employees worldwide. Through collaborative creation with customers, Hitachi is deploying Social Innovation Business using digital technologies in a broad range of sectors, including Power/Energy, Industry/Distribution/Water, Urban Development, and Finance/Social Infrastructure/Healthcare. For more information on Hitachi, please visit the company's website at（http://www.hitachi.com）.
