Apr 21, 2020 - HC Holdings K.K. (a wholly-owned subsidiary of Showa Denko K.K. ("Showa Denko"); the "Tender Offeror") decided on March 23, 2020, 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 Offeror commenced the Tender Offer on March 24, 2020, and the Tender Offer was completed on April 20, 2020. Accordingly, we hereby announce the results thereof as follows.



We also hereby announce that as a result of the Tender Offer, as of April 28, 2020 (the settlement commencement date of the Tender Offer), the Target Company will cease to be the subsidiary of Hitachi, Ltd. ("Hitachi") and will become a subsidiary of the Tender Offeror and consolidated subsidiary (a second-tier subsidiary company) of Showa Denko.


I. Results of the Tender Offer


1. Outline of Purchase


(1) Name and Location of the Tender Offeror


HC Holdings K.K.


13-9, Shiba Daimon 1-Chome, Minato-ku, Tokyo


(2) Name of the Target Company


Hitachi Chemical Company, Ltd.


(3) Type of Share Certificates to be Purchased


Common shares


(4) Number of Share Certificates to Be Purchased


Number of Shares to be Purchased: 208,218,230 (shares)


Minimum Number of Shares to be Purchased: 138,812,200 (shares)





Maximum Number of Shares to be Purchased: - (shares)


(Note 1): If the total number of share certificates, etc., tendered to the Tender Offer (the "Tendered Share Certificates") is less than the minimum number of shares to be purchased (138,812,200 shares), none of the Tendered Share Certificates will be purchased. If the total number of Tendered Share Certificates is the minimum number of shares to be purchased (138,812,200 shares) or more, all of the Tendered Share Certificates will be purchased. Because there is no set number for maximum number of shares to be purchased for the Tender Offer, the maximum number of share certificates of the Target Company that will be acquired by the Tender Offeror in the Tender Offer (208,218,230 shares) is stated as the number of shares to be purchased. The maximum number is the number of shares (208,218,230 shares) obtained by deducting the number of the treasury shares owned by the Target Company as of December 31, 2019 stated in the "Consolidated Financial Summary (For the Third Quarter Ended December 31, 2019 (IFRS basis))" announced on January 28, 2020, by the Target Company (the "Target Company's Financial Summary") (146,683 shares) from the total number of the outstanding shares as of December 31, 2019 stated in the 71st Third Quarterly Report submitted by the Target Company on February 12, 2020 (the "Target Company's Third Quarterly Report") (208,364,913 shares).





(Note 2): Shares less than one unit are also subject to the Tender Offer. If the right to demand purchase of shares less than one unit is exercised by a shareholder in accordance with the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase its own shares during the period of the Tender Offer (the "Tender Offer Period") in accordance with the procedures under laws and regulations.


(Note 3): The Tender Offeror does not intend to acquire the treasury shares owned by the Target Company through the Tender Offer.


(5) Period for Purchase


(i) Period for Purchase in the Registration Statement


The period is from March 24, 2020 (Tuesday) to April 20, 2020 (Monday) (20 business days).





(ii) Possibility of Extension Based on Requests by the Target Company


If the Target Company submits a position statement stating that the Target Company requests an extension of the Tender Offer Period based on Article 27-10, paragraph 3 of the Act, the Tender Offer Period shall be extended to May 8, 2020 (Friday) (30 business days). However, no event falling under the above has arisen.


(6) Price for Purchase


4,630 yen per common share


Full release can be viewed at www.sdk.co.jp/assets/files/english/news/2020/20200421_sdknewsrelease1_e.pdf

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