December 12, 2013
Japan Fair Trade Commission
Upon a notification from MH Power Systems, Ltd. (hereinafter “MHPS”), a subsidiary of Mitsubishi Heavy Industries, Ltd. (hereinafter “MHI”) and Hitachi, Ltd. (hereinafter “Hitachi”) concerning the proposed integration in thermal power generation systems businesses, the Japan Fair Trade Commission (hereinafter “JFTC”) had reviewed the planned integration and reached the conclusion that the transaction would not substantially restrain competition in any particular fields of trade. Accordingly, the JFTC has notified MHPS and Hitachi that it will not issue a cease and desist order, resulting in the completion of its review.
Note: To execute the proposed integration, (ⅰ) MHI plans to transfer the thermal power generation systems businesses within its corporate group to MHPS, which has been newly established as MHI’s subsidiary, in the form of absorption-type company split, and (ⅱ) Hitachi also plans to transfer the same businesses within its corporate group to MHPS in the form of absorption-type company split. The JFTC received a notification by MHPS and Hitachi with respect to the transaction referred in above (ⅱ), pursuant to the provision of Article 15-2(3) of the Antimonopoly Act (hereinafter “AMA”).
Ⅰ. Outline of the transaction
MHI and Hitachi, both of which manufacture and sell industrial machinery, etc. plan to integrate their thermal power generation systems businesses.
Ⅱ. Reviewing Process
Receipt of the notification regarding the integration on August 7, 2013 (start of the primary review)
Request for reports, etc. by the JFTC on September 6, 2013 (start of the secondary review)
Receipt of all requested reports, etc. from MHPS and Hitachi on November 21, 2013 (the due date for a prior notice was set on February 20, 2014)
Notification to MHPS and Hitachi that a cease and desist order will not be issued on December 12, 2013
As a result of its review, the JFTC concluded that the transaction would not substantially restrain competition in any particular fields of trade.
The JFTC has been authorized to conduct reviews on whether business combination plans may be substantially to restrain competition in particular fields of trade by following procedures prescribed in the AMA. When a notifying corporation submits the notification form to the JFTC and the JFTC receives it, the notifying corporation is prohibited from effecting the planned business combination in question until the expiration of the 30-day waiting period from the date of receipt of the said notification. During the waiting period, concerning the business combination in question, the JFTC will normally either; (1) judge that the said business combination is not problematic in light of the AMA, or; (2) judge that more detailed review is necessary and request submission of the necessary reports, information or materials.
In the case of (1) above, to improve transparency of the review of business combination, the JFTC shall give notification to the effect that it will not issue a cease and desist order.
In the case of (2) above, the period when the JFTC may give notice prior to cease and desist order shall be extended until 120 days after the date of receipt of the notification or 90 days after the date of receipt of all reports etc., whichever is later. In case the JFTC judges in this extended period that the business combination plan in question is not problematic in light of the AMA, it shall give notification to the effect that it will not issue a cease and desist order, same as the case of (1).
*Every announcement is tentative translation. Please refer to the original text written in Japanese.