공지 • Jun 01
Hitachi Rail Limited completed the acquisition Ground Transportation Systems Business from Thales S.A. (ENXTPA:HO).
Hitachi Rail Limited entered into exclusive negotiations to acquire Ground Transportation Systems Business from Thales S.A. (ENXTPA:HO) for an enterprise value of approximately €1.7 billion on August 3, 2021. The groups have signed a Sale and Purchase Agreement on February 10, 2022. The consideration shall be payable in cash. The final purchase price will be determined after customary adjustments for net working capital and net debt. In financial year 2020, Ground Transportation Systems Business has reported revenues of €1.6 billion. The transaction is subject to obtaining regulatory approvals and antitrust clearances. Transaction is also subject to consultation with employee representatives of both Thales S.A. and Hitachi Rails and obtaining their approvals. The completion of the transaction will require the carve-out of the business in several countries. On October 14, 2022, The Competition and Markets Authority hereby gives notice in relation to the anticipated acquisition by Hitachi Rail, Ltd of Thales SA’s Ground Transportation Systems. The deadline for the CMA to announce its decision whether to refer the Merger for a Phase 2 investigation is therefore December 9, 2022. CMA's shows concern is that the deal between Hitachi and Thales may result in the elimination of a credible competitor from the new tendering process for mainline signaling and need to submit proposals to address the competition concerns raised by CMA by December 16, 2022 and CMA will decide whether to accept these in principle or refer the deal for an in-depth Phase 2 investigation. The deadline for the CMA to announce its decision to approve is August 11, 2023. Hitachi Ltd's acquisition of the Thales Ground Transportation business could be prohibited, the UK Competition & Markets Authority provisionally find that the transaction would "substantially" weaken competition in the rail system market. The CMA said that, if the Tokyo-based conglomerate's deal goes ahead, there would be fewer credible bidders for digital mainline signaling tenders. This could raise costs for Network Rail and negatively impact the digitalization of the UK's rail network. As of August 23, 2023, the new evidence obtained by the CMA,following the responses to the provisional findings, now supports the provisional conclusion that Hitachi would not be a credible bidder to supply CBTC signalling systems to the London Underground in the near to medium term. And tested this new evidence thoroughly, the CMA has updated its provisional findings and now considers that Hitachi will not be a significant competitor to Thales in relation to future CBTC projects in the London Underground, and that the merger is unlikely to result in an SLC in the supply of CBTC signalling systems in the UK. The CMA's investigation continues, and it remains due to issue its final report by 6 October 2023. As of July 21, 2023, the discussions with the European Commission’s Directorate-General for Competition (DG Competition) and the UK’s Competition and Markets Authority (CMA) are still in progress. As of October 4, 2023, UK's Competition and Markets Authority approved the deal after Hitachi Ltd agreed to sell off its mainline signaling businesses in the UK, France and Germany and in response to concerns raised by the CMA, "Hitachi has offered to sell its existing mainline signaling operations in the United Kingdom, France and Germany. The European Commission is also probing the transaction. As of October 30, 2023, European Commission has approved the transaction under condition on full compliance with commitments offered by Hitachi Rail. European Commission’s (EC) approval means that the deal has now received clearance from all 13 competition authorities which reviewed the acquisition. As a condition of securing approval for the acquisition, Hitachi Rail will divest its mainline signaling business located in France, Germany and the UK. The divestiture will be made in accordance with all relevant processes and consultations with employees and their representative bodies. As of December 7, 2023, the CMA has accepted final undertakings and additional final undertakings. The transaction is expected to close in late financial year 2022, ending by March 31, 2023. The acquisition is expected to complete in the first half of 2024.
Deutsche Bank Aktiengesellschaft (XTRA:DBK) and Perella Weinberg Partners (NasdaqCM:PWP) acted as financial advisors to Hitachi Rail Limited while Laurent Schoenstein, Marianne Pezant, Xavier Petet, David Tayar, Dessislava Savova, Alexander Kennedy, Pierre Goyat, David Gerard, Emily Xueref-Poviac, Claudia Milbradt, Anselm Raddatz, Michael Pearson, Stefan Simon, Benjamin Sibbett, Kelly Gregory and Emma Davies of Clifford Chance LLP; and Maria Eugenia Novis of Machado, Meyer, Sendacz e Opice acted as legal advisors to Hitachi Rail. Lazard Ltd (NYSE:LAZ) acted as financial advisor to Thales S.A. while BDGS Associés; August Debouzy; Marie-Françoise Bréchignac, Aurélie Goville, Johanna Federspiel, Guillaume le camus, Olivier Vasset, Jérémie Paubel of Baker & McKenzie LLP; and Levy & Salomão Advogados acted as legal advisors to the Thales S.A. Mario Todino and Kaarli Eichhorn of Jones Day are acting as Antitrust counsel to Hitachi Rail. Jean Charles Chevalier of BearingPoint Capital acted as Buy-side technology due diligence provider to Thales S.A. (ENXTPA:HO).
Hitachi Rail Limited completed the acquisition Ground Transportation Systems Business from Thales S.A. (ENXTPA:HO) on Many 31, 2024. The closing sees 9,000 highly skilled colleagues join the business taking Hitachi Rail to 24,000 employees worldwide.