December 18, 2019 —New details have just been released regarding Fujifilm’s purchase of Hitachi Medical Systems. According to a press statement issued by Hitachi, the company has decided to execute an absorption-type split (the “Company Split”) involving the diagnostic imaging-related business (the “Business”), currently undertaken by Hitachi and its consolidated subsidiaries and affiliate companies, through which the Business will be transferred to a newly established company serving as a successor company (the “New Company”), and transfer all shares in the New Company to FUJIFILM Corporation (TSE: 4901, “Fujifilm”) (such share transfer, the “Share Transfer”) after the Company Split.
Hitachi and Fujifilm agreed to the enterprise value of the Business as 179 billion yen. The final purchase price will be determined after customary adjustments for net working capital and net debt based on actual amounts at the closing date. The Company Split and the Share Transfer are subject to customary closing conditions and regulatory approvals. Disclosure regarding the Company Split in this announcement is simplified since the Company Split is an absorption-type split in which the Business is transferred from Hitachi to the New Company, a wholly-owned subsidiary of Hitachi.
Purpose of the Company Split and the Share Transfer
Hitachi operates diagnostic imaging-related businesses, such as diagnostic imaging equipment and electronic medical record businesses globally. Hitachi has made efforts in strengthening the Business and establishing an efficient management structure, including the reorganization of Hitachi Medical Corp. and Hitachi Aloka Medical, Ltd. in 2016.
The diagnostic imaging-related business is expected to see steady growth due to aging populations and increase in chronic diseases in developed markets, as well as demand for improved levels of healthcare alongside economic growth in emerging countries. At the same time, scale expansion is becoming increasingly critical for the Business in the face of advances in industrial consolidation and intensifying global competition. With this in mind, Hitachi decided on the Share Transfer to Fujifilm on concluding that the Share Transfer is optimal in strengthening competitiveness of and achieving further growth in the Business given Fujifilm’s highly complementary sales channels and outstanding technological capabilities in fields such as image processing.
Hitachi, in its healthcare business, will accelerate global rollout of its particle therapy treatment systems, a highly reliable system with outstanding track record of treating over 60,000 patients, strengthen its in-vitro diagnostic systems business that enables early detection of diseases, and for the future, Hitachi will expand its cell manufacturing solutions deploying its expertise in regenerative medicine. Hitachi will also continue to offer high value-added services in the IT field, such as medical and nursing data linkage platform and new services utilizing AI and analytics. Furthermore, Hitachi will broaden its healthcare business into group-wide efforts by leveraging its strengths in digital technologies to create social, environmental, and economic values and contribute to the realization of a sustainable society.
Outline of the Company Split and the Share Transfer
Schedule of the Company Split and the Share Transfer
- Signing of the share purchase agreement: December 18, 2019
- Signing of the company split agreement: To be determined
- Effective date for Company Split and close date of Share Transfer: July 1, 2020 (tentative)
(*) The transaction is subject to customary closing conditions and regulatory approvals. Hitachi will perform the Company Split without holding general meetings or shareholder to obtain approval for the absorption-type split agreement since the Company Split falls under an “abbreviated split” as set forth in Paragraph 2, Article 784 of the Company Act with respect to Hitachi.
Company split method: The split is an absorption-type split under which Hitachi will be the splitting company and the New Company will be the succeeding company.
Handling of stock acquisition rights and bonds with stock acquisition rights accompanying Company Split: There will be no changes in the handling of stock acquisition rights issued by Hitachi due to the Company Split. Hitachi has no bonds with stock acquisition rights.
Capitalization changes accompanying Company Split: There will be no changes in Hitachi’s capitalization as a result of the Company Split.
Other: Other details related to the Company Split will be disclosed once determined.