Press release -
Hitachi to Commence the Steps to Launch Mandatory Tender Offer
Rome, Italy, 2 November, 2015 --- Hitachi, Ltd. informs that its (indirectly) wholly owned subsidiary, Hitachi Rail Italy Investments S.r.l., today acquired 80,131,081 shares of Ansaldo STS S.p.A. owned by Finmeccanica S.p.A. pursuant to the share purchase agreement entered into on February 24, 2015 with Finmeccanica S.p.A. and been entirely satisfied.
Hitachi Rail Italy Investments S.r.l. will commence the steps to launch a mandatory tender offer for the remaining shares of Ansaldo STS S.p.A., with the intention to acquire the entire share capital of Ansaldo STS S.p.A. and delist the company.
Additional information will be provided in the tender offer statement to be issued by Hitachi Rail Italy Investments S.r.l. in compliance with Italian law.
NOTICE TO U.S. SHAREHOLDERS OF ANSALDO STS
The mandatory tender offer described in this announcement will regard the 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), and will be subject to Italian disclosure and procedural requirements, which are different from those of the United States of America.
This announcement 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, Hitachi Rail Italy Investments S.r.l. will disseminate the tender offer document as required by applicable law and shareholders of Ansaldo STS S.p.A. should review such document carefully.
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) have in the past purchased and may purchase from time to time, the shares of Ansaldo STS S.p.A. or any securities that are convertible into, exchangeable for or exercisable for the shares of Ansaldo STS S.p.A. outside the tender offer.
No such purchases have been made other than the purchase of [80,131,081] shares of Ansaldo STS S.p.A. by Hitachi Rail Italy Investments S.r.l. on November 2, 2015, pursuant to the share purchase agreement entered into on February 24, 2015 with Finmeccanica S.p.A..
Any purchase outside of the tender offer will not be made at a price higher than the offer price unless the offer price is increased accordingly, to match the price paid outside the 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 Issuers’ Regulation of Italy, or other means reasonably selected to inform the U.S.
shareholders of Ansaldo STS S.p.A..
ENDS
About Hitachi, Ltd.
Hitachi, Ltd. (TSE: 6501), headquartered in Tokyo, Japan, delivers innovations that answer society's challenges with our talented team and proven experience in global markets. The company's consolidated revenues for fiscal 2014 (ended March 31, 2015) totaled 9,761 billion yen ($81.3 billion). Hitachi is focusing more than ever on the Social Innovation Business, which includes power & infrastructure systems, information & telecommunication systems, construction machinery, high functional materials & components, automotive systems, healthcare and others. For more information on Hitachi, please visit the company's website at http://www.hitachi.com
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About Hitachi Rail Europe Ltd.
Hitachi Rail Europe Ltd., is a wholly owned subsidiary of Hitachi Europe, Ltd. and is headquartered in London, UK.
Hitachi Rail Europe is a total railway system supplier offering rolling stock, traction equipment, signalling, traffic management systems, and maintenance depots.
Hitachi draws on many years of experience as a leading supplier of high-speed trains such as the Shinkansen (bullet train) for the Japanese and international markets. In Europe, Hitachi Rail Europe’s first rolling stock contract was to deliver a fleet of 29 Class 395 trains, the first domestic high-speed train in the UK, which are maintained at Hitachi’s state of the art depot in Ashford, Kent. As part of the British Department for Transport’s Intercity Express Programme, Hitachi Rail Europe will replace the UK’s ageing fleet of Intercity trains, and will establish a new rolling stock manufacturing facility in the UK for this purpose. The trains will be maintained and services in a number of new maintenance
depots along the Great Western Main Line and the East Coast Main Line.
For more information about the company, please visit: www.Hitachirail-eu.com .
