Hitachi, Ltd. (TSE: 6501, “Hitachi”), Honda Motor Co., Ltd. (TSE: 7267, “Honda”), Hitachi Automotive Systems, Ltd. (“Hitachi Automotive Systems”), Keihin Corporation (TSE: 7251, “Keihin”), Showa Corporation (TSE: 7274, “Showa”), and Nissin Kogyo Co., Ltd. (TSE: 7230, “Nissin”) hereby announce that these six companies have each resolved in their board of directors meetings held today that, on the precondition that permits and licenses, etc. can be obtained from the respective countries’ relevant authorities, including notification or approvals for business combination to or by the respective countries’ competition authorities, (a) Honda will conduct tender offers targeting the common shares of Keihin, Showa, and Nissin (collectively, the “Tender Offer”), (b) Honda will make each of Keihin, Showa, and Nissin its wholly-owned subsidiary (collectively, “Making the Target Companies Wholly-Owned Subsidiaries”), and (c) Hitachi Automotive Systems, Keihin, Showa, and Nissin will conduct an absorption-type merger in which Hitachi Automotive Systems will be the ultimate surviving company and Keihin, Showa, and Nissin will each be an ultimate disappearing company (the “Absorption-type Merger”), and will conclusively conduct a management integration (the “Integration”) to strengthen development and distribution of global and competitive solutions in the CASE area. These six companies have also entered into a basic contract regarding management integration (the “Basic Contract”).
Section I. Purpose, etc. of the Integration
1. Purpose and Background of the Integration
Currently, the automobile and motorcycle industries are facing a once-in-a-century revolution, and in the situation where they need to reduce environmental load and traffic accidents in addition to further improving comfort, competition is intensifying in fields such as electrification, autonomous driving, and connected cars, which are the core of future automobile and motorcycle systems. In these circumstances, suppliers are also required to expand their product lines and provide comprehensive solutions by combining software.
The surviving company after the Absorption-type Merger (the “Integrated Company”) will be a global mega-supplier of automobile and motorcycle systems with consolidated revenue scale of 1.7 trillion Japanese yen. This merger will enable combination of the respective advanced technologies of Keihin’s powertrain business, Showa’s suspension business and steering business, and Nissin’s brake system business with the strength of Hitachi Automotive Systems’ three core businesses, namely powertrain systems, chassis systems, and safety systems. Such combination will establish competitive technologies and solutions, which will be supplied to global customers by utilizing the economies of scale.
Specifically, the Integrated Company will contribute to the prevention of global warming by reducing CO2 gas emissions through electrified products and also to the realization of a “zero accident society” through Autonomous Driving and Advanced Driver Assistance System, and together provide a stress-free transportation experience, by gathering the vehicle control technologies of the six companies.
Furthermore, Hitachi will support the Integrated Company in contributing to the improvement of safety and mobility services, particularly in the field of connected cars, by utilizing digital technologies such as Lumada (Note 1) solutions.
In this way, the Integrated Company will aim to realize a safe and comfortable society and to expand people’s joy of transportation, and will also contribute to the development of the automobile and motorcycle industries.
(Note 1) Lumada: A collective term for solutions, services, and technology that utilize Hitachi’s futuristic digital technology for creating value through customer data and accelerating digital innovation.
Please click here to view the full press release.
SOURCE: Honda
