2005 The former Hitachi Cable News Release
Contains information disclosed through the Tokyo Stock Exchange Timely Disclosure Network (TDnet) and the Osaka Securities Exchange Electronic Disclosure Network (ED-NET).
Company name: Hitachi Cable, Ltd.
President: Norio Sato
Listings: First Section, Tokyo Stock Exchange, Inc.,
First Section, Osaka Securities Exchange Co., Ltd.
Code Number: 5812
Contact: Masaaki Ishikawa, General Manager,
Administration Dept., Human Resources and
Administration Group
TEL. +81-3-5252-3261
Notice of Merger of Hitachi Densen Shoji, Ltd.
and Nisshin Sangyo, Ltd.
Hitachi Cable, Ltd. has decided to merge, effective April 1, 2005, its subsidiaries Hitachi Densen Shoji, Ltd. and Nisshin Sangyo, Ltd.
1. Reasons for this merger:
Hitachi Densen Shoji is the largest sales company in the Hitachi Cable Group, with 15 sales facilities located in the Tohoku, Kanto, and Chubu regions of Japan, as well as Dalian, China. Nisshin Sangyo, based in Tokyo, conducts sales activities centered on copper products. The merger of these two companies is intended to improve the services provided to Nisshin Sangyo's customers in remote locations, including those in China, by utilizing the sales network of Hitachi Densen Shoji, as well as increasing the efficiency of sales activities directed toward customers shared by the two companies and strengthening distribution services. The merger is also expected to lead to improvements in profitability, through increased efficiency, in operation systems and administrative functions.
2. Details of merger:
(1) Effective date of merger:
April 1, 2005 (planned)
(2) Method of merger:
As the surviving company, Hitachi Densen Shoji will absorb Nisshin Sangyo.
(3) Merger ratio:
One share of Hitachi Densen Shoji stock shall be allocated for each share of Nisshin Sangyo stock, for a consolidation ratio of 1:1.
3. Summary of the parties to this merger (as of September 30, 2004):
| Hitachi Densen Shoji | Nisshin Sangyo | |
|---|---|---|
| (1) Representative | Naoto Kudo, President and Representative Director | Mitsuru Nakajo, Representative Director |
| (2) Location of head office | 1-16 Kanda-Sakumacho, Chiyoda-ku, Tokyo | 47 Kanda-Sakuma Kashi, Chiyoda-ku, Tokyo |
| (3) Lines of business | Sales of wires, cables, etc. | Sales of rolled products, etc. made of nonferrous metals, light metals, and their alloys |
| (4) Established | February 10, 1964 | May 1, 1970 |
| (5) Capital | 350 million yen | 30 million yen |
| (6) Total shares issued and outstanding | 700,000 | 60,000 |
| (7) Shareholders' equity | 3,242 million yen | 326 million yen |
| (8) Total assets | 12,773 million yen | 2,948 million yen |
| (9) Fiscal year ends | End of March | End of March |
| (10) Number of employees | 224 | 24 |
| (11) Key customers | Electrical construction companies Hitachi Group companies |
Companies involved in the semiconductor industry, Companies involved in the air-conditioning, automotive, and electrical device industries |
| (12) Major shareholders and percentages of shares held | 1 Hitachi Cable, Ltd.: 97.1% 2 Toritsu Syokai, Ltd.: 2.9% |
1 Hitachi Cable, Ltd.: 100% |
4. Business performance of the parties to this merger over the three most recent fiscal years
(1) Hitachi Densen Shoji
| Fiscal 2002 | Fiscal 2003 | Fiscal 2004 | |
|---|---|---|---|
| Sales | 18,564 million yen | 34,001 million yen | 35,876 million yen |
| Ordinary income | 61 million yen | 282 million yen | 371 million yen |
Note:Effective October 1, 2002, Hitachi Densen Shoji merged with Nissen Densen Shoji, Ltd., Ibanichi Densen Shoji, Ltd., and Chunichi Densho, Ltd.
(2)Nisshin Sangyo
| Fiscal 2002 | Fiscal 2003 | Fiscal 2004 | |
|---|---|---|---|
| Sales | 7,109 million yen | 7,637 million yen | 7,686 million yen |
| Ordinary income | 57 million yen | 75 million yen | 53 million yen |
5. Post-merger summary
| (1) Company name | Hitachi Densen Shoji, Ltd. |
| (2) Lines of business | Sales of wires, cables, copper products, etc. |
| (3) Location of head office | 1-16 Kanda-Sakumacho, Chiyoda-ku, Tokyo |
| (4) Representative | Naoto Kudo, President and Representative Director |
| (5) Capital | 380 million yen |
| (6) Fiscal year ends | End of March |
6. Effects of this merger on Hitachi Cable's business performance
This merger will have no effect on the non-consolidated business performance of Hitachi Cable.
The effects of this merger on the consolidated business performance of Hitachi Cable are expected to be negligible