July 25, 2003
Company Name: Hitachi Cable, Ltd.
President: Norio Sato
Listings: First Section, Tokyo Stock Exchange, Inc.
First Section, Osaka Securities Exchange Co., Ltd.
Code Number: 5812
Contact: Shinichiro Suzumura,
General Manager, Administration Dept.,
Human Resources & Administration Group
Announcement of Merger
Hitachi Cable, Ltd. (the “Company”) announced today that it had decided to merge with
one of its consolidated subsidiaries, Hitachi Cable Distribution, Ltd. (“Hitachi Cable
Distribution”) as described below.
1. Purpose of the Merger
Hitachi Cable Distribution transferred its sales operations regarding construction-use
wires and cables on January 1, 2003, to Sumiden Hitachi Cable, Ltd. (“Sumiden Hitachi
Cable”), jointly established on July 29, 2002, by the Company, Sumitomo Electric Industries,
Ltd., Tatsuta Electric Wire & Cable Co., Ltd., and Tonichi Kyosan Cable, Ltd. (“Tonichi
Kyosan Cable”). Hitachi Cable Distribution will be absorbed by the Company to facilitate
the winding-up process.
2. Summary of the Merger
① Approval of merger contract by president of the Company and board of directors of
Hitachi Cable Distribution: July 25, 2003
② Signing of merger contract: July 25, 2003
③ Shareholders’ meeting to approve merger contract: In accordance with the provisions
of Article 413-3, Paragraph 1 of the Commercial Law, the Company will proceed with the
merger without approval of the merger contract at the shareholders’ meeting.
④ Merger date: October 1, 2003 (subject to change)
⑤ Registration: October 1, 2003 (subject to change)
(2) Method: The Company merges as the surviving company with Hitachi Cable Distribution
(the defunct company).
(3) Merger ratio: The Company owns all outstanding shares of Hitachi Cable Distribution.
No additional shares will therefore be issued, and there will be no change in the amount