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December 26, 2008

Hitachi Capital Corporation (8586)

Hitachi Capital Announces a Merger

 The board of directors of Hitachi Capital Corporation held in a meeting today resolved to acquire through merger and acquisition Iseki Capital Corporation, a wholly owned subsidiary of Hitachi Capital.

- Description -

  1. Purpose of the Merger
  2.  Iseki Capital Corporation has so far worked to promote an infrastructure that financially supports the sales of agricultural machinery produced by ISEKI CO., LTD. through credit and leasing services for agricultural machinery. We are pleased to inform you that Hitachi Capital Corporation will merge with Iseki Capital Corporation. This merger will result in sales support and the enrichment of services for agricultural machinery, and furthermore provide value-added services.

  3. Outline of the merger
  4. (1) Schedule of the merger
    Board meeting to approve merger agreement: December 26, 2008
    Signing of the merger agreement: December 26, 2008
    Date of merger: April 1, 2009 (planned)
    Registration of merger: April 1, 2009 (planned)

    (2) Method of merger
    Hitachi Capital, as the surviving company, will acquire Iseki Capital Corporation, which will subsequently be dissolved.

    (3) Merger ratio
    As Iseki Capital Corporation is a wholly owned subsidiary of Hitachi Capital, there shall be no issuance of new shares or cash payment upon this merger.

  5. Profile of the Companies Involved in Merger
  6. (As of March 31, 2008)
    (1) Company name Hitachi Capital Corporation
    (acquiring company)
    Iseki Capital Corporation
    (acquired company)
    (2) Business activities Other financial services Other financial services
    (3) Date established September 10, 1957 June 1, 2004
    (4) Location of head office 15-12 Nishi Shimbashi 2-chome, Minato-ku, Tokyo 3-14 Nishi Nippori 5-chome, Arakawa-ku, Tokyo
    (5) Representative Kazuo Takano, President Mitsuhiro Watanabe, President
    (6) Capital ¥9,983 million ¥50 million
    (7) Shares of common stock issued and outstanding 124,826,552 shares 1,000 shares
    (8) Shareholders’ equity ¥211,347 million ¥157 million
    (9) Total assets ¥1,974,260 million ¥663 million
    (10) Fiscal year end March 31 March 31
    (11) Number of employees 1,789 4
    (12) Major customers Corporations and individual consumers Farmers
    (13)Major shareholders and percentage of ownership Hitachi, Ltd.
    (60.61%)
    Hitachi Capital Corporation
    (90.00%)
    (14) Major banks Mizuho Corporate Bank, Ltd. Mizuho Corporate Bank, Ltd.
    (15) Relationship between companies
    Capital Consolidated subsidiary 90%
    Personnel Two Hitachi Capital employees concurrently serve as directors of the acquired company
    Transactions Hitachi Capital extends loans to the acquired company

    (16) Three-year summary
      Hitachi Capital Corporation
    (acquiring company)
    Hitachi Card Service, Ltd.
    (acquired company)
    Fiscal year ended March 31 2006 2007 2008 2006 2007 2008
      (Millions of yen) (Millions of yen)
    Operating revenue 62,119 69,503 69,614 418 307 246
    Operating income 18,703 18,488 15,968 138 105 69
    Ordinary income 18,873 19,344 16,077 11 65 34
    Net income 10,778 10,997 8,240 1 44 1
    Shareholders’ equity 206,859 211,172 211,347 112 156 157
    Total assets 1,966,452 2,038,721 1,974,260 3,433 1,583 663
      (Yen) (Yen)
    Net income per share 92.07 94.08 70.50 1,455.87 44,170.12 1,629.72
    Shareholders’ equity per share 1,769.65 1,806.58 1,808.08 3,433.12 1,583.34 663.31
    Dividend per share
    (interim dividend per share)
    35.00
    (17.00)
    36.00
    (18.00)
    40.00
    (22.00)
    - - -
    Dividend propensity 38.0 38.3 56.7 - - -

  7. Hitachi Capital after Merger
  8. (1) Company name: Unchanged

    (2) Business activities: Unchanged

    (3) Head office location: Unchanged

    (4) Representative: Unchanged

    (5) Capital: Unchanged

    (6) Total assets: ¥1,974,459 million (Expected increase from merger: ¥198 million)

    (7) Fiscal year end: Unchanged

    (8) Effect on performance: The merger will have a negligible effect on Hitachi Capital's consolidated operating results.