Hitachi America Ltd.
07/23/2024 | Press release | Distributed by Public on 07/24/2024 13:22
Hitachi to Announce Capital Reorganization of Air Conditioning Joint Venture
Hitachi to transfer its shares to Bosch together with joint venture partner Johnson Controls to establish a global partnership in the air conditioning business.
Tokyo, July 23, 2024 - Hitachi Global Life Solutions, Inc. ("Hitachi GLS"), a subsidiary of Hitachi, Ltd. (TSE:6501, "Hitachi") have reached an agreement with Johnson Controls International plc ( "JCI"), and Germany-based Robert Bosch GmbH ("Bosch"), regarding the transfer of shares in Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd ("JCH"), and entered into share purchase agreements. JCH is an air conditioning joint venture established with JCI.
To enhance its competitiveness in the global air conditioning industry, which is undergoing consolidation, Hitachi, and Hitachi GLS, together with JCI, identified Bosch as the best partner to enable further growth of the global air conditioning business due to its footprint in Europe and its track record in heating business, and have decided to sell all shares in JCH to Bosch. Based on this agreement, Hitachi GLS will transfer all its 40% stake in JCH to Bosch (Purchase price of USD 1.4billion / JPY 195 billion*). The new company, with its new shareholder Bosch, will also concurrently enter into a brand license agreement with Hitachi GLS to continue providing Hitachi-branded air conditioning equipment globally. In addition, Hitachi GLS will acquire JCH's Shimizu Factory, a development and manufacturing base for commercial air conditioning equipment. This will enable Hitachi GLS to operate the entire process in Japan, from development and manufacturing to sales and maintenance services, while developing highly competitive products that meet the needs of the market.
The transaction is expected to be close before the end of the first quarter of fiscal year ending March 31, 2026 subject to regulatory approvals and other customary closing conditions. If this transaction is closed during the fiscal year ending March 31, 2026, Hitachi expects to post a gain on business reorganization of approximately 125.0 billion yen as other income in its consolidated financial statements for the fiscal year ending March 31, 2026.
Hitachi will strive to further enhance its corporate value by improving capital efficiency through leveraging the funds obtained from this share transfer for investment in growth opportunities and shareholder returns.
* 140 yen to the U.S. dollar
Main Points in the Contracts
- All of Hitachi GLS's 40% stake in JCH will be transferred to Bosch*. Concurrently, JCH's Shimizu Factory, a development and manufacturing base for commercial air conditioning equipment, will be transferred to Hitachi GLS. Hitachi GLS will operate the commercial air conditioning business in Japan from development and manufacturing to sales and maintenance services in an integrated manner.
- The new company, with its new shareholder Bosch, and Hitachi GLS will enter into a brand license agreement for the new company to continue providing Hitachi-branded air conditioning equipment globally. For room air conditioners for Japan, JCH will continue to provide Hitachi brand products and sell them in cooperation with Hitachi GLS.
* All of JCI's 60% stake in JCH will be transferred to Bosch, and Bosch will own 100% of JCH shares.
Summary of Reorganization
Aim of Hitachi Group
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Building a new partnership with Bosch and the new company
Hitachi GLS will provide the new company, in which Bosch will be a new shareholder, with the Hitachi brand and will also continue to provide support for the new company's R&D and manufacturing bases globally through the Shimizu Factory. In addition to the above, Hitachi GLS will leverage Bosch's footprint in Europe to strengthen the global rollout of highly competitive Hitachi-branded air conditioning equipment through Bosch and the new company. -
Accelerating the development of green products and solutions for growth areas
By transferring the Shimizu Factory, which has high technological capabilities, to Hitachi GLS and integrating the development, manufacturing, sales and maintenance services of the commercial air conditioning business in Japan, Hitachi GLS will be able to develop highly competitive products that meet market needs.
In addition, it will enable Hitachi to provide cooling and heating solutions consistently by combining Hitachi GLS's commercial air conditioning equipment with the Hitachi Group's IT, OT (Operational Technology) and products. This will enable Hitachi and Hitachi GLS, through global collaboration and co-creation with Bosch, to accelerate the delivery of green solutions in growth areas such as data centers, where demand is expanding in line with the rapid spread of generative AI, and green buildings, where demand is growing due to shortages of power supplies.
Comment from Jun Abe, Representative Executive Officer, Executive Vice President and Executive Officer, General Manager of Connective Industries Division, Hitachi
I am very pleased to conclude the agreement with JCI and Bosch for further growth of our air conditioning business. Hitachi Group aims to contribute to the realization of a sustainable society through the "Social Innovation Business", which leverages Hitachi's strengths in IT, OT, and products to solve issues for customers and society. With global boiling, power shortages and the rapid spread of generative AI, the demand for heating & cooling products is increasing in all sectors, including data centers, green buildings, and cold chains, and the air conditioning business is in a strategically important position for the Hitachi Group. In the future, Hitachi will leverage Bosch's extensive footprint to globally deliver Lumada solutions that combine high-efficiency, low-environmental impact air conditioning equipment and digital solutions under the Hitachi brand to contribute to the conservation of the global environment.
Comment from Hideki Osumi, President, Hitachi GLS
Hitachi GLS strives to provide products and solutions that contribute to solving social issues, such as reducing environmental impact. Bosch and Hitachi GLS will strengthen the global expansion of Hitachi-branded air conditioning equipment through the new company with the strong partnership. In the commercial air conditioning business in Japan, we will further promote the creation of added value by integrating the development, manufacturing, sales, and maintenance services. In addition, Hitachi will accelerate the development of green solutions by combining digital solutions with products such as the air conditioning IoT solution "exiida*" and Hitachi group products and services.
* "exiida" is a registered trademark of Hitachi Global Life Solutions, Inc. in Japan.
Comment from Dr. Christian Fischer, the deputy chairman of the board of management, Bosch
With this transaction, Bosch will accelerate its growth - not only in Japan and Asia, but also beyond. JCH and Bosch complement each other perfectly, both regionally and in terms of products. We are honored to be allowed to license the prestigious and highly esteemed Hitachi brand and will ensure that the exceptional quality and renowned standards are maintained. In addition, we will strive to consistently develop the business further - for the benefit of our customers, employees and other stakeholders.
Comment from David W. Budzinski, President, Residential & Light Commercial, JCI and CEO of JCH(He will continue to lead the business through the transition)
Together with the Bosch team, we are creating a global scale leader in residential & light commercial air and water technologies. Our combined portfolio of industry leading brands, channels to market, and new technologies create a unique value proposition that delivers on the needs of our customers. This combination allows us to streamline operations and positions us to lead the transition to electrification that will create a more sustainable world.
| Name | Johnson Controls-Hitachi Air Conditioning |
| Established | October 1, 2015 |
| Address |
1-16-1 Kaigan, Minato-ku, Tokyo * Main office of Johnson Controls-Hitachi Air Conditioning |
| Representative | CEO: David W. Budzinski |
| Business Overview | Designing, manufacturing, and distribution of air conditioning and refrigeration products, VRF, residential air conditioning, large- and small-tonnage chillers, and compressors |
| Number of Employees (Consolidated) | Approximatel.11,000 (as of September 2023) |
| URL | http://www.jci-hitachi.com |
| Name | Robert Bosch GmbH |
| Established | 1886 |
| Headquarters | Gerlingen, Germany |
| Representative | Dr. Stefan Hartung (Chairman of the board of management) |
| Revenue | €91.59 billion (2023) |
| Business Overview | Designing, selling and providing services of automotive parts, power tools, security systems, home appliances, engineering, electronics, cloud computing, IoT |
| Number of Employees (Consolidated) | 429,000 (as of December 31 2023) |
| URL | https://www.bosch.com/ |
| Name | Johnson Controls International plc |
| Established | 1885 |
| Headquarters | Cork, Ireland |
| Representative | George Oliver (Chairman, CEO) |
| Revenue | US$26.8 billion (2023) |
| Business Overview | Designing, selling, installing, and providing services of heating, ventilating, air conditioning, controls, building management, refrigeration, integrated electronic security, integrated fire detection and suppression systems, security products, energy efficiency solutions, and smart building solutions |
| Number of Employees (Consolidated) | Approximately 100,000 (2023) |
| URL | https://www.johnsoncontrols.com/ |