KKR Announces Tender Offer to Acquire Hitachi Koki
Hitachi and Hitachi Urban Investment Agree to Tender Their Holdings of Hitachi Koki Shares
- A premium of 89.8% to Hitachi Koki’s 12-month average closing price to October 4, 2016
- A premium of 108.0% to Hitachi Koki’s 6-month average closing price to October 4, 2016.
Since the total number of Hitachi Koki’s common shares is equal to 101,429,921 (number of issued shares excluding treasury shares; including the number of shares subject to stock acquisition rights), this transaction values Hitachi Koki at JPY 147.1 billion (approx. US$1.28 billion at the exchange rate of US$1=JPY115). Mr. Hiro Hirano, Member of KKR and CEO of KKR Japan, said, “Hitachi Koki is a world-class manufacturer of power tools and a developer of innovative tool technologies. The Company is well-positioned for further organic and inorganic growth given the high quality of its products, its high-caliber team and the attractive environment for power tools through cordless and digital trends. Looking ahead, we are fully committed to leveraging our global network and resources to provide full support to Hitachi Koki in pursuing its growth strategy.” KKR makes its proposed investment predominantly from its Asian Fund II. KKR has been investing in Japan through its pan-regional private equity funds since 2010. Japan has been and continues to be a key focus for KKR in the region. To date, KKR has completed three acquisitions in the market: Intelligence Ltd., a leading human resources services company; Panasonic Healthcare, the carve-out health care business of Panasonic Corporation; and Pioneer DJ, the carve-out DJ equipment business of Pioneer Corporation. In addition, on November 22, 2016 KKR announced the launch of a tender offer for Calsonic Kansei. This press release should be read in conjunction with the full text of the HK press release, which is available on www.jpx.co.jp. This press release has been prepared for the purpose of informing the public of the tender offer and has not been prepared for the purpose of soliciting an offer to sell, or making an offer to purchase, any securities. If shareholders wish to make an offer to sell their shares in the tender offer, they should first read the Tender Offer Explanation Statement for the tender offer and offer their shares or stock options for sale at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any securities, and neither this press release (or a part thereof) nor its distribution shall be interpreted to be the basis of any agreement in relation to the tender offer, and this press release may not be relied on at the time of entering into any such agreement. The tender offer will be conducted for common shares and stock acquisition rights of Hitachi Koki, a company established inJapan. The tender offer will be conducted in accordance with the procedures and information disclosure standards prescribed by Japanese law, which may differ from the procedures and information disclosure standards in the United States. In particular, Section 13(e) and Section 14(d) of the U.S. Securities Exchange Act of 1934 and the rules prescribed thereunder do not apply to the tender offer, and the tender offer does not conform to those procedures and standards. Unless otherwise specified, all procedures relating to the tender offer are to be conducted entirely in Japanese. If all or any part of a document relating to the tender offer is prepared in the English language and there is any inconsistency between the English-language documentation and the Japanese-language documentation, the Japanese-language documentation will prevail. The financial advisors to the Bidder and the Company as well as the tender offer agent may engage in the purchase of shares of the Company for their own account or for their customers’ accounts to the extent permitted under the Japanese Financial Instruments and Exchange Act, and the Bidder acknowledges such purchases. In the event information regarding such purchases is disclosed in Japan, such information will also be disclosed in English on the website of Hitachi Koki or the financial advisor conducting such purchases or the website of the tender offer agent, or will otherwise be made publicly available. About KKR KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world‐class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners’ capital and brings opportunities to others through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE:KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co. 1 The figures set out above are based on the Hitachi Koki closing share prices extracted from Bloomberg as at and prior to the last full trading day (October 4, 2016) immediately prior to the day of publication of speculative media reports regarding the tender offer (the ‘unaffected price’).

