KKR & Co. reports tender offer to acquire Hitachi Kokusai Electric
Hitachi Kokusai operates two business segments: a Video and Communication Solutions business engaged in video security, IoT high-reliability wireless, and railroad solutions, and a Thin-Film Process Solutions business focusing on semiconductor manufacturing equipment as well as systems maintenance and sales of parts and used equipment.
In connection with the tender offer, the Offeror has entered into an agreement with Hitachi, the lead shareholder in Hitachi Kokusai, and HVJ Holdings Co., an entity backed by funds managed/ serviced by JIP.
Under the terms of the agreement, following a share consolidation after the tender offer, Hitachi Kokusai will acquire Hitachi’s 51.67% holding of Hitachi Kokusai’s common shares in a share repurchase.
Thereafter, Hitachi Kokusai will conduct an absorption-type company split pursuant to which the Offeror will succeed to 100% of the Company’s Thin-Film Process Solutions business.
Subsequently, the Offeror will transfer 20% of the shares of Hitachi Kokusai to each of Hitachi and HVJ, resulting in 60%, 20%, and 20% ownership of Hitachi Kokusai’s Video and Communication Solutions business for the Offeror, Hitachi and HVJ, respectively. ■