Home > Topics > 2003 > Hitachi Capital Announces Reorganization of Automobile Finance Business via Transfer to Subsidiary
Hitachi Capital Announces Reorganization of Automobile Finance Business via Transfer to Subsidiary
The Hitachi Capital Corporation board of executive officers today approved the reorganization of the company’s automobile finance business in central Tokyo and neighboring Kanagawa Prefecture via transfer to consolidated subsidiary Hitachi Capital Auto Lease Corporation.
1.Purpose of Separation
The Hitachi Capital Group’s automobile finance business consists of the auto loan business
and auto leasing business, previously operated separately by Hitachi Capital and Hitachi Capital
Auto Lease Corporation, respectively. To respond more effectively to diversifying customer needs
and expand the automobile finance business further, Hitachi Capital’s automobile finance
business will be successively concentrated at Hitachi Capital Auto Lease Corporation.
As the first step of this process, Hitachi Capital will transfer its automobile finance business
in central Tokyo and Kanagawa Prefecture to Hitachi Capital Auto Lease.
2.Outline of Separation
(1)Schedule
| Board Meeting to Approve Agreement | 8th August, 2003 |
|---|---|
| Signing of Agreement | 8th August, 2003 |
| Shareholder Meeting to Approve Agreement | 23rd August, 2003 (Planned) (Only Hitachi Capital Auto Lease) |
| Date of Transfer | 1st October, 2003 (Planned) |
| Registration of Separation (Company Receiving Separated Business) |
1st October, 2003 (Planned) |
(2)Transfer Method
Hitachi Capital's automobile finance business in central Tokyo and Kanagawa Prefecture will be separated from Hitachi Capital and transferred to consolidated subsidiary Hitachi Capital Auto Lease. In line with Article 374-22 of the Commercial Code, there is no need to obtain approval for this measure at a general shareholders' meeting of Hitachi Capital
(3)Reasons for Adopting This Transfer Method
This method will allow the company to increase efficiency by integrating businesses, while permitting Hitachi Capital to retain control of this business after the separation
(4)Allocation of Shares
None
(5)Payment for Separation
No payment is required to effect the separation.
(6)Rights and Obligations of Company Receiving Separated Business
As of the transfer date, Hitachi Capital Auto Lease shall assume responsibility for all assets, liabilities and capital attached to Hitachi Capital's automobile finance business in central Tokyo and Kanagawa Prefecture. Furthermore, Hitachi Capital Auto Lease will assume all contractual rights and obligations incidental thereof.
(7)Outlook for Fulfillment of Obligations
Hitachi Capital and the company receiving the separated business expect to fulfill all obligations that arise as a result of this separation.
3.Profile of Companies Involved in Separation
(As of 31st March, 2003)
| (1) Company Name | Hitachi Capital Corporation (Company Effecting Separation) |
Hitachi Capital Auto Lease Corporation (Company Receiving Separated Business) |
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|---|---|---|---|---|---|---|---|---|
| (2) Business Activities | Financial Services | Automobile leasing and rental services; automobile leasing services for individuals |
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| (3) Date Established | 10th September, 1957 | 1st October, 1989 | ||||||
| (4) Head Office | 15-12, Nishi Shimbashi 2-chome Minato-ku, Tokyo |
22-10, Shimbashi 5-chome Minato-ku, Tokyo |
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| (5) Representative (As of 8th August, 2003) |
Kaichi Murata, President | Yoshifumi Ishida, President | ||||||
| (6) Capital | ¥9,459 million | ¥100 million | ||||||
| (7) Shares of Common Stock Issued and Outstanding |
134,191,626 shares | 2,000 shares | ||||||
| (8) Stockholders' Equity | ¥206,647 million | ¥1,521 million | ||||||
| (9) Total Assets | ¥1,717,989 million | ¥54,147 million | ||||||
| (10) Fiscal Year-end | 31st March | 31st March | ||||||
| (11) Number of Employees | 2,125 | 136 | ||||||
| (12) Major Customers | Corporations and consumers | Corporations and consumers | ||||||
| (13) Major Stockholders and Shareholding |
Hitachi, Ltd. (50.11%) |
Hitachi Capital Corporation (100.00%) |
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| (14) Major Banks | Mizuho Bank, Ltd. Mizuho Corporate Bank, Ltd. UFJ Bank Limited |
Mizuho Bank, Ltd. | ||||||
| (15) Relationship Between Companies (As of 8th August, 2003) |
|
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(16)Three-Year Summary
| Hitachi Capital Corporation (Company Effecting Separation) |
|||
|---|---|---|---|
| Fiscal years ended 31st March, 2001 |
Fiscal years ended 31st March, 2002 |
Fiscal years ended 31st March, 2003 |
|
| (million yen) | |||
| Revenues | 82,802 | 93,597 | 81,331 |
| Operating income (ordinary income) |
23,250 | 24,508 | 15,760 |
| Net income | 13,209 | 8,586 | 7,022 |
| (yen) | |||
| Net income per share | 104.57 | 63.98 | 52.33 |
| Cash dividend applicable to the year (per share) | 33.00 | 34.00 | 32.00 |
| Stockholders’ equity per share | 1,557.05 | 1,585.35 | 1,605.16 |
| Hitachi Capital Auto Lease Corporation (Company Receiving Separated Business) |
|||
|---|---|---|---|
| Fiscal years ended 31st March, 2001 |
Fiscal years ended 31st March, 2002 |
Fiscal years ended 31st March, 2003 |
|
| (million yen) | |||
| Revenues (note) | 1,969 | 2,481 | 2,731 |
| Operating income (ordinary income) |
433 | 772 | 1,051 |
| Net income | 258 | 441 | 563 |
| (yen) | |||
| Net income per share | 129,005 | 220,675 | 274,425 |
| Cash dividend applicable to the year (per share) | 12,500 | 22,000 | 56,500 |
| Stockholders’ equity per share | 333,306 | 531,982 | 760,658 |
Note: Revenues of Hitachi Capital Auto Lease Corporation are restated to conform to accounting standards used by Hitachi Capital.
4.Details of Operations to be Separated
(1) Description of Business
Automobile finance business in central Tokyo and Kanagawa Prefecture.
(2) Results for Fiscal Year Ended 31st March, 2003
| Results of Operations to be Separated (a) |
Full-Year Results for Hitachi Capital (b) |
Ratio(a/b)% | |
|---|---|---|---|
| Revenues | 1,128 | 81,331 | 1.4 |
(3) Assets, Liabilities and Stockholders' equity to Be Transferred on Separation (As of 31st March, 2003)
(million yen)
| Assets | Liabilities | ||
|---|---|---|---|
| Item | Book value | Item | Book value |
| Assets | 6,768 | Liabilities Stockholders’ equity |
5,599 1,169 |
| Total | 6,768 | Total | 6,768 |
5.Post-Separation Hitachi Capital
There will be no change in company name, business activities, head office location, fiscal year-end, or decrease in capital as a result of this separation. The effect of the separation on earnings is negligible.