FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2012
Commission File Number
1-8320
Hitachi, Ltd.
(Translation of registrant’s name into English)
6-6,
Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
X
Form
40-F
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):
Indicate by check mark whether by
furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No
X
If “Yes” is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This report on Form 6-K contains the following:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Hitachi, Ltd.
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(Registrant)
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Date March 8, 2012
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By
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/s/ Toshiaki Kuzuoka
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Toshiaki Kuzuoka
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Senior Vice President and Executive Officer
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IMMEDIATE RELEASE
:
WD
®
AND HITACHI EXPECT TO CLOSE AGREEMENT FOR THE SALE OF
HITACHI’S HDD BUSINESS TO WD ON MARCH 8TH
IRVINE, Calif. and Tokyo—Mar. 6,
2012—Western Digital Corp. (NYSE: WDC) and Hitachi, Ltd. (NYSE: HIT / TSE:6501) today announced that having obtained all required regulatory approvals for WD’s acquisition of Viviti Technologies Ltd. (holding company of Hitachi Global
Storage Technologies), they expect the acquisition to close on March 8, 2012. WD and Hitachi will provide more information upon closing of the transaction.
About WD
WD, one of the storage industry’s pioneers and long-time
leaders, provides products and services for people and organizations that collect, manage and use digital information. The company designs and produces reliable, high-performance hard drives and solid state drives that keep users’ data
accessible and secure from loss. Its advanced technologies are configured into applications for client and enterprise computing, embedded systems and consumer electronics, as well as its own consumer storage and home entertainment products.
WD was founded in 1970. The company’s storage products are marketed to leading OEMs, systems
manufacturers, selected resellers and retailers under the Western Digital
®
and WD brand names. Visit the
Investor section of the company’s Web site (
www.westerndigital.com
) to access a variety of financial and investor information.
WD and Hitachi Expect to Close Agreement for the Sale of
Hitachi’s HDD Business to WD on March 8th
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2
About Hitachi, Ltd.
Hitachi, Ltd., (NYSE: HIT / TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 360,000 employees worldwide. Fiscal 2010 (ended March 31, 2011)
consolidated revenues totaled 9,315 billion yen ($112.2 billion). Hitachi will focus more than ever on the Social Innovation Business, which includes information and telecommunication systems, power systems, environmental, industrial and
transportation systems, and social and urban systems, as well as the sophisticated materials and key devices that support them. For more information on Hitachi, please visit the company’s website at http://www.hitachi.com.
Western Digital Safe Harbor
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used, the words “anticipates”, ‘believes”,
“expects”, “may”, “should” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to the expected
timing of the completion of the acquisition. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in the forward-looking statements, including, but not limited to, the risk that one or more conditions to the closing is not timely satisfied or waived by the parties; and other risks and uncertainties listed in the company’s filings
with the Securities and Exchange Commission (the “SEC”), including the company’s recent Form 10-Q filed with the SEC on January 27, 2012, to which your attention is directed. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
WD and Hitachi Expect to Close Agreement for the Sale of
Hitachi’s HDD Business to WD on March 8th
Page
3
Hitachi, Ltd. Cautionary Statement
Certain statements found in this document may constitute “forward-looking statements” as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such “forward-looking statements” reflect management’s current views with respect to certain future events and financial performance and include any statement that does not directly relate to any
historical or current fact. Words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,” “intend,” “plan,” “project” and similar expressions which indicate
future events and trends may identify “forward-looking statements.” Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from
those projected or implied in the “forward-looking statements” and from historical trends. Certain “forward-looking statements” are based upon current assumptions of future events which may not prove to be accurate. Undue
reliance should not be placed on “forward-looking statements,” as such statements speak only as of the date of this document.
Factors that could cause actual results to differ materially from those projected or implied in any “forward-looking statement” and from historical trends include, but are not limited to:
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economic conditions, including consumer spending and plant and equipment investment in Hitachi’s major markets, particularly Japan, Asia, the
United States and Europe, as well as levels of demand in the major industrial sectors Hitachi serves, including, without limitation, the information, electronics, automotive, construction and financial sectors;
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exchange rate fluctuations of the yen against other currencies in which Hitachi makes significant sales or in which Hitachi’s assets and
liabilities are denominated, particularly against the U.S. dollar and the euro;
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uncertainty as to Hitachi’s ability to access, or access on favorable terms, liquidity or long-term financing;
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uncertainty as to general market price levels for equity securities in Japan, declines in which may require Hitachi to write down equity securities
that it holds;
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the potential for significant losses on Hitachi’s investments in equity method affiliates;
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WD and Hitachi Expect to Close Agreement for the Sale of
Hitachi’s HDD Business to WD on March 8th
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increased commoditization of information technology products and digital media-related products and intensifying price competition for such products,
particularly in the Components & Devices and the Digital Media & Consumer Products segments;
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uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate new technologies on a timely and cost-effective
basis and to achieve market acceptance for such products;
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rapid technological innovation;
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the possibility of cost fluctuations during the lifetime of, or cancellation of, long-term contracts for which Hitachi uses the
percentage-of-completion method to recognize revenue from sales;
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fluctuations in the price of raw materials including, without limitation, petroleum and other materials, such as copper, steel, aluminum, synthetic
resins, rare metals and rare-earth minerals, or shortages of materials, parts and components;
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fluctuations in product demand and industry capacity;
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uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact of fluctuations in product demand, exchange
rates and/or price of raw materials or shortages of materials, parts and components;
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uncertainty as to Hitachi’s ability to achieve the anticipated benefits of its strategy to strengthen its Social Innovation Business;
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uncertainty as to the success of restructuring efforts to improve management efficiency by divesting or otherwise exiting underperforming businesses
and to strengthen competitiveness and other cost reduction measures;
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WD and Hitachi Expect to Close Agreement for the Sale of
Hitachi’s HDD Business to WD on March 8th
Page
5
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general socioeconomic and political conditions and the regulatory and trade environment of countries where Hitachi conducts business, particularly
Japan, Asia, the United States and Europe, including, without limitation, direct or indirect restrictions by other nations on imports and differences in commercial and business customs including, without limitation, contract terms and conditions and
labor relations;
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uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may not control, with other corporations in the design and
development of certain key products;
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uncertainty as to Hitachi’s access to, or ability to protect, certain intellectual property rights, particularly those related to electronics and
data processing technologies;
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uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings of which the Company, its subsidiaries or its equity
method affiliates have become or may become parties;
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the possibility of incurring expenses resulting from any defects in products or services of Hitachi;
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the possibility of disruption of Hitachi’s operations in Japan by earthquakes, tsunamis or other natural disasters, including the possibility of
continuing adverse effects on Hitachi’s operations as a result of the earthquake and tsunami that struck northeastern Japan on March 11, 2011;
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uncertainty as to Hitachi’s ability to maintain the integrity of its information systems, as well as Hitachi’s ability to protect its
confidential information or that of its customers;
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uncertainty as to the accuracy of key assumptions Hitachi uses to evaluate its significant employee benefit-related costs; and
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uncertainty as to Hitachi’s ability to attract and retain skilled personnel.
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WD and Hitachi Expect to Close Agreement for the Sale of
Hitachi’s HDD Business to WD on March 8th
Page
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The factors listed above are not all-inclusive and are in addition to other factors
contained in Hitachi’s periodic filings with the U.S. Securities and Exchange Commission and in other materials published by Hitachi.
###
Western Digital, WD and the WD logo are registered trademarks of Western Digital
Technologies, Inc. All other trademarks mentioned herein belong to their respective owners.
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