Showa Denko to Commence Tender Offer for Shares in Hitachi Chemical Company, Ltd. (JP:4217)

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TOKYO, Mar 23, 2020 – (JCN Newswire) – HC Holdings K.K., a wholly-owned subsidiary of Showa Denko K.K. (“Showa Denko”; TSE: 4004), (the “Tender Offeror”, collectively with Showa Denko, the “Tender Offerors”), as announced by the Tender Offerors in the “Announcement Regarding the Planned Commencement of Tender Offer for Shares in Hitachi Chemical Company, Ltd. (TSE: 4217)” as of December 18, 2019, decided on the same day, through the Tender Offeror’s representative officer, to acquire common shares (the “Target Shares”) of Hitachi Chemical Company, Ltd. (the “Target Company” listed on the First Section of Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) under the code number 4217) through a tender offer (meaning a tender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”); the “Tender Offer”).

The Tender Offer is subject to the satisfaction (or waiver by the Tender Offeror) of certain conditions precedent; for example, the procedures and actions required under competition laws and other laws and regulations inside and outside Japan (Japan, China, South Korea, the United States, the European Union, and Taiwan) must be completed in order to commence the Tender Offer (for detailed information, please refer to (Note 1) of “(1) Outline of the Tender Offer” in “1. Purpose of the Purchase” below), and the Tender Offerors planned to commence the Tender Offer as soon as the conditions precedent are satisfied (or waived by the Tender Offeror), and aimed to commence the Tender Offer by approximately February 2020.

However, as announced by the Tender Offerors in the “Announcement Concerning Progress Towards the Tender Offer for Shares of Hitachi Chemical Company, Ltd. (Securities Code 4217)” as of February 28, 2020, it requires time for the completion of the procedures and actions required under competition laws in some countries, and due to that the commencement of the Tender Offer was expected to be in and after March 2020.

Since the Tender Offerors confirmed that all the conditions precedent have been satisfied, Showa Denko’s board of directors and the Tender Offeror’s representative officer decided today to commence the Tender Offer on March 24, 2020.

For further details, please refer to the full press release at:
www.sdk.co.jp/assets/files/english/news/2020/20200323_sdknewsrelease_e.pdf

About Showa Denko K.K.

Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY), a major manufacturer of chemical products serving heavy industry to electronics and computers. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/ graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high-bright LEDs and rare earth magnetic alloys, the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

Contact:
Showa Denko K.K., Public Relations Office, Tel: 81-3-5470-3235

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