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 Cable Precision Co., Ltd., Kawanishi Kogyo Co., Ltd., and Miyako Precision Co., Ltd.
Hitachi Cable, Ltd. has decided to merge, effective April 1, 2005, its subsidiary Hitachi Cable Precision Co., Ltd. with Kawanishi Kogyo Co., Ltd. and Miyako Precision Co., Ltd., both of which are subsidiaries of Hitachi Cable Precision.
As the company with overall responsibility for the lead frame business in the Hitachi Cable Group, Hitachi Cable Precision will continue to work toward worldwide expansion of this business, not only through its domestic business activities but also through the organic coordination of the activities of Group companies involved in the same business overseas.
1. Reasons for this merger:
As subsidiaries of Hitachi Cable Precision, the primary business activities of both Kawanishi Kogyo and Miyako Precision involve the manufacture and sale of high-precision processing products such as punches used in processing of metal molds. Since Hitachi Cable Precision has a section that handles the same business activities, this merger is intended both to increase business efficiency and to reduce administrative costs.
2. Details of this merger:
(1) Effective date of merger:
April 1, 2005 (planned)
(2) Method of merger:
As the surviving company, Hitachi Cable Precision will absorb both Kawanishi Kogyo and Miyako Precision.
(3) Consolidation ratio:
1. Merger of Hitachi Cable Precision with Kawanishi Kogyo:
Since Hitachi Cable Precision already owns all shares of Kawanishi Kogyo stock issued and outstanding, no new shares will be issued in connection with this merger.
2.Merger of Hitachi Cable Precision with Miyako Precision:
Hitachi Cable Precision already owns 82% of all shares of Miyako Precision stock issued and outstanding, and Kawanishi Kogyo owns the remaining 18% of Miyako Precision shares. Since Hitachi Cable Precision and Kawanishi Kogyo will both merge on the same date as this merger, all rights and obligations related to these shares will be succeeded by Hitachi Cable Precision. For this reason, no new shares will be issued in connection with this merger.
3. Summary of the parties to this merger (as of September 30, 2004):
| Hitachi Cable Precision | Kawanishi Kogyo | Miyako Precision | |
|---|---|---|---|
| (1)Representative | Yoshinori Bando, President | Yoshinori Bando, President | Yoshinori Bando, President |
| (2)Location of headquarters | 901 Hosenmachi, Yonezawa, Yamagata Prefecture | 711-3 Ise Heiji, Kawanishicho, Nakauonuma-gun, Niigata Prefecture | 14 Aza Hakamasawa, Plot No. 3, Takusari, Miyako, Iwate Prefecture |
| (3)Lines of business | Manufacture and sale of electronic components, materials, etc. | Manufacture and sale of press molds, mold components, etc. | Manufacture and sale of press molds, mold components, etc. |
| (4)Established | 1-Dec-00 | 30-Aug-84 | 9-Aug-88 |
| (5)Capital | 400 million yen | 20 million yen | 30 million yen |
| (6)Total shares issued and outstanding | 8,000 shares | 400 shares | 600 shares |
| (7)Shareholders' equity | 756 million yen | 125 million yen | 20 million yen |
| (8)Total assets | 7,505 billion yen | 148 million yen | 86 million yen |
| (9)Fiscal year ends | End of March | End of March | End of March |
| (10)Number of employees | 348 | 17 | 16 |
| (11)Major shareholders and percentages of shares held | Hitachi Cable, Ltd.: 100% | Hitachi Cable Precision Co., Ltd.: 100% | Hitachi Cable Precision Co., Ltd.: 82% Kawanishi Kogyo Co., Ltd.: 18% |
4. Business performance of the parties to this merger over the three most recent fiscal years
| FY 2002 | FY 2003 | FY 2004 | |
|---|---|---|---|
| Sales | 328 million yen | 3,940 million yen | 9,674 million yen |
| Ordinary income | -75 million yen | 158 million yen | 453 million yen |
| Note: | All businesses of Kitsuda Co., Ltd. were transferred to Hitachi Cable Precision effective May 1, 2002. In addition, Hitachi Cable's lead frame manufacture and sales businesses were transferred to Hitachi Cable Precision effective October 1, 2003. |
| FY 2002 | FY 2003 | FY 2004 | |
|---|---|---|---|
| Sales | 127 million yen | 134 million yen | 171 million yen |
| Ordinary income | 2 million yen | 20 million yen | 44 million yen |
| FY 2002 | FY 2003 | FY 2004 | |
|---|---|---|---|
| Sales | 107 million yen | 139 million yen | 152 million yen |
| Ordinary income | -12 million yen | 13 million yen | 23 million yen |
5. Post-merger summary
| (1)Company name | Hitachi Cable Precision Co., Ltd. |
|---|---|
| (2)Lines of business | Manufacture and sale of electronic components, materials, etc. |
| (3)Location of headquarters | 901 Hosenmachi, Yonezawa, Yamagata Prefecture |
| (4)Representative | Yoshinori Bando, President |
| (5)Capital | 400 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.