Tokyo, Japan, and Rome, Italy, 29 October, 2018 – Hitachi, Ltd. (TSE:6501, “Hitachi”) today announced that Hitachi, Ltd. and its (indirectly) wholly owned subsidiary, Hitachi Rail Italy Investments S.r.l., have signed an agreement to acquire the 31.794 percent stake (63,588,837 ordinary shares) in Ansaldo STS S.p.A. owned by Elliott International, L.P., Elliott Associates, L.P.and The Liverpool Limited Partnership(together, “Elliott”) for a purchase price of Eur 12.7 per share. The acquisition will be made through a private transaction with a total value of Eur 808 million and the relevant settlement is intended to take place within four trading days following the signing of the agreement, and therefore on 2 November 2018.
Hitachi Rail Italy Investments S.r.l. is already the major shareholding of AnsaldoSTS S.p.A. and, after the acquisition of the ordinary shares owned by Elliott, Hitachi Rail Italy Investments S.r.l. will hold a total stake of 82.567 percent (165,133,539 ordinary shares) in Ansaldo STS S.p.A., an Italian company whose shares are listed in the STAR segment of the Italian Electronic Stock Market (Mercato Telematico Azionario) managed by Borsa Italiana S.p.A..
Alistair Dormer, CEO of Hitachi’s Railway Systems Business Units, said:
“This acquisition of shares is a further key milestone towards realizing our ambition of becoming a global leader in total rail solutions”.
On the date hereof, Hitachi Rail Italy Investments S.r.l. has also announced to the market, with a separate press release, the launch of a voluntary tender offer over all of the ordinary shares of Ansaldo STS S.p.A., excluding the ordinary shares of Ansaldo STS S.p.A. held, either directly or indirectly, including the shares subject to the agreement with Elliott described above, by Hitachi Rail Italy Investments S.r.l. as of the date hereof.
This press release refers to the share capital of Ansaldo STS S.p.A., with registered office in Via Paolo Mantovani 3-5, 16151, Genoa, R.E.A. No.421689, registered at the Companies’ Register of Genoa, Tax Code No. 01371160662 and subject to direction and coordination of Hitachi, Ltd.
The tender offer described in this notice is directed, on a non-discriminatory basis and on equal terms, to all the holders of the shares of Ansaldo STS S.p.A. and is promoted exclusively in Italy and in the United States of America.
It is noted that the tender offer is promoted in the United States of America pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, pursuant to the exemptions provided by Rule 14d-1(d) under the U.S. Securities Exchange Act.
The tender offer described in this notice has not and shall not be promoted or distributed in Japan, Canada and Australia, and in any other country where such distribution is not permitted without authorization from the competent authorities or other fulfilments by the offeror (collectively, together with Canada, Japan and Australia, the “Other Countries”), nor using communication means ornational or international business of Other Countries (including, for instance, the postal network, fax, telex, electronic mail, telephone and internet), nor any structure of any intermediaries of Other Countries, nor in any other manner.
Copy of the offer document relating to the tender offer, or part of it, as well as copy of any subsequent document that Hitachi Rail Italy Investments S.r.l. will draft in relation to the tender offer, are not and shall not be sent, nor in any other way communicated to, or however distributed, directly or indirectly, into the Other Countries. Whoever in the Other Countries will receive such documents shall not distribute, send or mail them (nor through the postal service nor by virtue of any other means or communication means or business).
Possible subscriptions to the tender offer deriving from solicitation activities in breach of the limitations described above will not be accepted.
The offer document relating to the tender offer described in this notice does not constitute and shall not be interpreted as an offer of financial instruments directed at parties that reside in the Other Countries. None of the financial instruments shall be offered or purchased in the Other Countries without a specific authorization in compliance with the domestic applicable laws of those countries or providing for derogation to such legal provisions.
The subscription to the tender offer by entities or persons that are resident in the Other Countries may be subject to specific obligations or restrictions provided by law provisions or regulations. It is the exclusive responsibility of the beneficiaries of the tender offer to comply with those legal provisions and, therefore, before tendering in the tender offer, to verify their existence and applicability, consulting with their own consultants.
NOTICE TO U.S. SHAREHOLDERS OF ANSALDO STS
The voluntary tender offer described in this notice regards the ordinary shares of Ansaldo STS S.p.A., an Italian company with shares listed exclusively on the Italian Electronic Stock Market (Mercato Telematico Azionario) organized and managed by the Italian Stock Exchange (Borsa Italiana S.p.A.), and will be subject to Italian disclosure and procedural requirements, which are different from those of the United States of America.
This notice is neither an offer to purchase nor a solicitation to sell shares of Ansaldo STS S.p.A.. Prior to the beginning of the relevant offer period, as required by applicable laws, Hitachi Rail Italy Investments S.r.l. will disseminate the offer document relating to the tender offer described in this notice and shareholders of Ansaldo STS S.p.A. should review such document carefully.
The tender offer is being promoted in the United States of America pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the U.S. Securities Exchange Act, and in any case in accordance with the requirements of Italian law. Accordingly, the tender offer described in this notice is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and laws.
To the extent possible under applicable laws and regulations, in accordance with ordinary Italian law and market practice and so long as the conditions under Rule 14e-5(b)(12) of the U.S. Securities Exchange Act are satisfied, Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A., their affiliates and their financial advisors and
brokers (acting as agents for Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A. or any of their respective affiliates, as applicable) may, following the date of this notice, purchase or agree to purchase from time to time, outside of the tender offer, the shares or any securities that are convertible into, exchangeable for or exercisable for the shares of Ansaldo STS S.p.A.. Any purchase outside the tender offer will not be made by Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A., their affiliates and their financial advisors and brokers (acting as agents for Hitachi Rail Italy Investments S.r.l., Ansaldo STS S.p.A. or any of their respective affiliates, as applicable) at a price higher than the tender offer price unless such consideration is increased accordingly, to match the price paid outside of the tender offer.
To the extent that information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed in the United States of America, by means of a press release, pursuant to Article 41, paragraph 2, letter c), of the Italian Issuers’ Regulation, or other means reasonably selected to inform the U.S. shareholders of Ansaldo STS S.p.A..
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society’s challenges, combining its operational technology, information technology, and products/systems. The company’s consolidated revenues for fiscal 2017 (ended March 31, 2018) totaled 9,368.6 billion yen ($88.4 billion). The Hitachi Group is an innovation partner for the IoT era, and it has approximately 307,000 employees worldwide. Through collaborative creation with customers, Hitachi is deploying Social Innovation Business using digital technologies in a broad range of sectors, including Power/Energy, Industry/Distribution/Water, Urban Development, and Finance/Social Infrastructure/Healthcare. For more information on Hitachi, please visit the company's website at http://www.hitachi.com.