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Hitachi and Finmeccanica agreed to support Ansaldo STS's dividend decision

Press release   •   Mar 09, 2015 00:01 GMT

Tokyo, 9 March, 2015 --- Hitachi, Ltd. (TSE:6501, "Hitachi") and Finmeccanica S.p.A. ([FNM.IM,] “Finmeccanica”) have announced today that, with reference to the share purchase agreement signed on 24 February 2015 between Finmeccanica and Hitachi, pursuant to which the latter undertook to acquire all Finmeccanica's shares in Ansaldo STS S.p.A. (the “Agreement”), following the approval by the Board of Directors of Ansaldo STS held on March 6 of a proposed dividend distribution, pursuant to the interim period provisions of the Agreement, Finmeccanica asked Hitachi's consent in order to vote in favour of the relevant proposal at the upcoming Ansaldo STS shareholders' meeting, and Hitachi has expressed its consent. Consistent with the press release announcing the transaction on 24 February 2015, the possible approval of a dividend distribution by Ansaldo STS shareholders' meeting triggers a price adjustment mechanism, so that the price per share to be paid by Hitachi to Finmeccanica at the closing date is adjusted downwards by the amount of the dividend per share distributed. In the case at stake, if Ansaldo STS shareholders' meeting will approve the Board's proposal of a dividend distribution equal to €0.15 per share, the price per ex-dividend share payable by Hitachi at the closing of the transaction, once all conditions precedent provided under the Agreement are satisfied, would be €9.50, provided that no further distributions are approved before closing. Furthermore, the above mentioned dividend distribution will be also taken into account for the purposes of the determination of the price of the mandatory tender offer that Hitachi will launch following the closing of the transaction.

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