FOR IMMEDIATE RELEASE

Hitachi to Commence Tender Offer for the Shares of its Subsidiary,
Hitachi Maxell
Tokyo, July 28, 2009—Hitachi, Ltd. (NYSE: HIT/TSE: 6501) today announced that it
has decided to acquire the common stock of Hitachi Maxell, Ltd. (Yoshito Tsunoda,
President and Chief Executive Officer/TSE: 6810), by way of a tender offer (the“Tender Offer”).
1. Purpose of the Tender Offer(1) Outline of the Tender Offer
Hitachi currently holds 51.67% of Hitachi Maxell’s issued shares, including indirect
shareholdings of 0.30%, and thus accounts for Hitachi Maxell as a consolidated
subsidiary. Hitachi intends to acquire all the issued shares of Hitachi Maxell (exclusiveof its treasury stock) in order to make Hitachi Maxell a wholly owned subsidiarythrough the Tender Offer. The Tender Offer does not set maximum and minimum limits
to the number of shares to be purchased.
According to Hitachi Maxell, its Board of Directors at its meeting held today resolved
to approve the Tender Offer and to recommend shareholders to tender their shares to
the Tender Offer.
(2) Decision-Making Process of the Tender Offer, and Management Policy after
the Tender Offer
The Hitachi Group, which consists of Hitachi, its subsidiaries and affiliated companies,
conducts a wide range of business activities from the development, production andsales of offerings to the provision of relevant services in seven industry segments:
Information & Telecommunication Systems; Electronic Devices; Power & Industrial
Systems; Digital Media & Consumer Products; High Functional Materials &Components; Logistics, Services & Others; and Financial Services.

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In the severe economic environment of the worldwide structural recession that has
been continuing since the second half of the previous fiscal year, the Hitachi Group
must urgently optimize the allocation of the entire Group’s resources and accelerate therestructuring of the business portfolio to secure a foundation for future growth. The
Group policy is to focus on the social innovation business to improve social
infrastructure that is supported by highly reliable and efficient information andcommunication technologies.
To reinforce this social innovation business, the Hitachi Group believes it is necessary
to concentrate its business resources on the lithium ion batteries business, which will
be a key device of the industry along with motors, invertors and power semiconductors.
Hitachi considers that the lithium ion rechargeable batteries business will also be a coredevice of the social innovation business consisting of information &telecommunication systems business, the power systems business, the environmental,
industrial and transport systems businesses, and the social and urban systems
businesses and of environment-friendly automotive systems business such as hybrid
and electric automobile businesses.
Regarding Hitachi Maxell, Ltd., the dried batteries and magnetic tape divisions of
Nitto Electric Industrial Co., Ltd. (currently Nitto Denko Corp.), were set up
independently as Maxell Electric Industrial Co., Ltd., which commenced operations in
1961 and became Hitachi’s consolidated subsidiary in 1964, changing its corporatename to Hitachi Maxell, Ltd. Currently, in accordance with the long-term vision of“Breakthrough to New Horizons—challenge of seeking fresh possibilities” set in its
medium-term business plan, Hitachi Maxell has been accelerating a change in its
business portfolio to improve profitability and to ensure new growth toward the
medium-term mission of “Change for Growth.” Specifically, Hitachi Maxell isconcentrating its business resources in the priority businesses of “batteries,” “opticalcomponents” and “functional materials & components,” each of which has highpotential of future growth and profitability. Hitachi Maxell promotes differentiationfrom competitors by optimizing its proprietary technologies and the development ofhigh-value-added products to these three business areas. In its core Information
Storage Media business, Hitachi Maxell will pursue higher profitability by introducing
new products and reducing costs to restructure businesses.
Hitachi Maxell has been steadily expanding the business related to lithium ion
rechargeable batteries, which is the core product line of its batteries business, one of its
priority businesses. Specifically, in addition to products for mobile phones, which had
been a main business field, Hitachi Maxell aims to expand its batteries business into
power tools and electric-supported bicycles fields by developing new cylindrical
products and laminated products in addition to conventional prismatic lithium ion
rechargeable batteries. In February 2009, to supply electrode materials not only for- more --3-

consumer use but also for use in automobiles and industries, Hitachi Maxell
established a new electrode manufacturing plant with high-speed and high-precision
coating systems that harness its outstanding proprietary technologies.
The Hitachi Group and Hitachi Maxell have reinforced their collaborations in thelithium ion rechargeable batteries business. For instance, Hitachi and Hitachi Maxell
have been using Hitachi’s laboratories to develop consumer-use lithium ion
rechargeable batteries.
In 2004, Hitachi Maxell and Hitachi both invested in Hitachi Vehicle Energy, Ltd.,
which was established by the Hitachi Group and develops and sells lithium ion
rechargeable batteries for automobiles. Harnessing Hitachi Maxell’s technologicalexperience accumulated in the development and manufacture of consumer-use compact
lithium ion rechargeable batteries, Hitachi and Hitachi Maxell have been collaboratingin the research and development of highly reliable and safe lithium ion rechargeable
batteries for automobiles and such collaborations have produced significant results indesign, development and manufacturing of such products.
As announced in the news release dated April 17, 2009 by Hitachi titled “Promotion of
the lithium ion rechargeable batteries business,” the Hitachi Group decided to further
reinforce collaborations with Group companies including Hitachi Maxell, Shin-Kobe
Electric Machinery Co., Ltd. and Hitachi Vehicle Energy, Ltd., under its businessstrategy toward overall optimization, to promote a systems business using lithium ion
rechargeable batteries and other rechargeable batteries as one of the core businesses.
The Hitachi Group aims to strengthen its lithium ion rechargeable batteries related
business with high quality and performance such as consumer-use lithium ion
rechargeable batteries shipped a cumulative total of 600 million cells without recalled
products (for collection and repair) and in-vehicle lithium ion rechargeable batteries
promoted as commercialization of pioneering products. We also established the Battery
Systems Division as of April 1, 2009, to integrate the lithium ion rechargeable
batteries-related businesses across the Hitachi Group. In addition, the Hitachi Group
newly established the Advanced Battery Research Center for R&D of materials fornext-generation batteries.
In the business field of rechargeable batteries centering on lithium ion rechargeable
batteries, although high growth is expected by the expansion of the market for products
in which such batteries are used and their new applications, there is concern overintensifying competition due to an increase of new entrants in the consumer-use
products business, among which there is pressure to lower the prices of finishedproducts. There is also the strong public demand for the establishment of acomprehensive global environment and energy saving-related system based on lithium
ion rechargeable batteries in the automobile and industrial sectors. Rechargeable- more --4-batteries including lithium ion rechargeable batteries are essential to makeinternal-combustion systems electric-driven and for practical application of new energythat replaces fossil fuels. The Hitachi Group must reinforce a system that can flexibly
address such customer needs in order to improve its growth and profitability of the
Hitachi Group in the lithium ion rechargeable batteries business.
Under such circumstances, since the end of March 2009, Hitachi and Hitachi Maxell
have discussed various measures to improve the enterprise value of both companies
and concluded that Hitachi’s acquisition of Hitachi Maxell and making it a wholly
owned subsidiary to establish a more stable capital relationship would be very
beneficial to enhance the enterprise value not only of Hitachi Maxell but also of theentire Hitachi Group.
Specifically,
1) First, Hitachi and Hitachi Maxell believe that both companies can favorably
survive the competition in the automobile, industrial sectors and railway
vehicles by aggressively combining the lithium ion batteries development
capability, mass production technology and other tangible and intangible assets
in the lithium ion batteries-related business areas that Hitachi Maxell has
acquired in the consumer products field and Hitachi’s system capability anddiverse business infrastructure, which are expected to become a reliable part ofproposals for system solutions in industrial sectors where future development is
expected. By combining all such capabilities and assets, Hitachi and Hitachi
Maxell can enhance the development capability of products using lithium ion
rechargeable batteries in these fields and accelerate the exploration of new
applications. Hitachi and Hitachi Maxell also believe that Hitachi’s systemsolutions in the industrial sector will significantly differentiate both companies
from other consumer product manufacturers that produce lithium ion
rechargeable batteries by expanding the lithium ion batteries business that is a
key device of the social innovation business along with motors, invertors andpower semiconductors and by enhancing solution proposals which is integrated
with such lithium-ion rechargeable batteries business and social and industry
systems.
2) Further, concerning research and development, in the markets for in-vehicle
products and products for industrial and social infrastructure where future
growth is expected, there will be many opportunities to apply Hitachi’s researchresources for products and services and it will be relatively easier forcollaborations between Hitachi Maxell and Hitachi to lead to tangible results.
Both companies expect tighter technological collaborations based on the
integrated management of the Hitachi and Hitachi Maxell to generate significant
synergies.
- more --5-3) In the promising lithium ion batteries business, competitors will also concentrate
their business resources in this field. However, Hitachi Maxell’s competitivenessis expected to be substantially improved by reinforcing the capital relationshipwith Hitachi. Through the integration, Hitachi Maxell will receive further credit,
supported by the Hitachi’s sturdy financial base, thereby enabling Hitachi
Maxell to make flexible judgments for larger-scale investments.
4) In addition, by reinforcing the capital relationship between Hitachi Maxell and
Hitachi, it will become possible to reduce the investment burden of Hitachi
Maxell by sharing manufacturing lines with other Group companies such as
Hitachi Vehicle Energy which engages in the manufacture of in-vehicle
large-scale lithium ion rechargeable batteries. That will help reinforce the Groupwide cost competitiveness too. Optimizing the Hitachi Group’s operating basemore than ever, such fundamental advances will become possible.
It is also expected that Hitachi making Hitachi Maxell a wholly owned subsidiary andthe establishment of a more stable capital relationship will be beneficial to Hitachi
Maxell’s businesses other than the batteries business as well.
Specifically, with regard to computer tapes and video tapes for broadcasting, for which
Hitachi Maxell holds high market shares, and storage and broadcasting andtelecommunications equipment, on which Hitachi’s Information & Telecommunication
Systems Group has been focusing, equipment and media has been developed at
separate companies. In the future, however, Hitachi can expect faster productdevelopment and the acquisition of more customers through the collaboration between
Hitachi Maxell and Hitachi, harnessing each company’s specialties and converging thedevelopment resources of both companies. It will also become possible to offer
increasingly valuable and optimal solutions to customers. With regard to camera lensand optical pickup lens, which are mainstay products in the optical components
business on which Hitachi Maxell is focusing, such as the lens for finger veinauthentication systems, monitoring camera systems for crime prevention, in-vehicle
cameras and BD/DVD/CD all-compatible drives that the Hitachi Group hascommercialized, cooperation from the development stage will make it possible todifferentiate them from other companies’ products and reinforce productcompetitiveness. Furthermore, as for adhesive tapes and adhesion technology in
Hitachi Maxell’s Functional Materials & Components business, further reinforcementof competitiveness can be expected in the automobile and electronics fields developedby the Hitachi Group. In the medical field as well, synergies and the exploration of
new markets can be expected, with such medical equipment as blood measurement
devices and biomaterials and components such as bio-beads for DNA analysis. In
addition, by optimizing the “Maxell” brand and sales channel that Hitachi Maxell has
nurtured worldwide, significant reinforcement of Hitachi’s consumer products sales- more --6-capability can be expected.
Through reinforcement of the capital relationship between Hitachi and Hitachi Maxellin these ways, integrated business management will help optimize all the businesses
conducted by Hitachi Maxell including the “batteries” business, thereby enablinglarger-scale and more effective investments compared with utilization of businessresources such as for R&D and capital investments conducted solely by Hitachi or
Hitachi Maxell.
Hitachi intends to reinforce Hitachi Maxell’s businesses, even after making it a wholly
owned subsidiary, by not only respecting Hitachi Maxell’s self-initiatives andindependence but also paying attention to Hitachi Maxell’s business features and the
management that can fully utilize the operational and structural strength.
After making Hitachi Maxell its wholly owned subsidiary, Hitachi will strive forconsistent growth of Hitachi Maxell in its priority areas by reinforcing Hitachi
Maxell’s R&D capability and productivity through a stronger relationship with the
Hitachi Group and the effective use of business resources.
Hitachi believes that the reinforcement of Hitachi Maxell’s business base andmanagement base by such a strong relationship will lead to the improvement of theenterprise value of Hitachi Maxell and the entire Hitachi Group.
(3) Measures to Ensure the Fairness of the Tender Offer including Measures to
Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts ofInterest
Hitachi principally took into consideration the following matters to ensure the fairnessof the Tender Offer.
1) Acquisition of the valuation report on the equity value received from an independent
third-party appraiser
In determining the purchase price for the Tender Offer (the “Tender Offer Price”),
Hitachi requested that Nomura Securities Co., Ltd., a financial adviser as a third-party
appraiser independent from Hitachi and Hitachi Maxell, calculate the equity value of
Hitachi Maxell shares as one of the measures to ensure the fairness of the Tender Offer
Price.
To calculate the equity value of Hitachi Maxell shares, Nomura Securities used theaverage market share price method, the comparable company analysis method and thediscounted cash flow method (the “DCF” method). Hitachi received the valuation
report on the equity value of Hitachi Maxell (the “Valuation Report for Hitachi”) from
Nomura Securities today. (Hitachi did not obtain an opinion on the fairness of thevaluation results of the Tender Offer Price, the so-called Fairness Opinion, from- more --7-

Nomura Securities.)
The range of valuations per share of common stock of Hitachi Maxell calculated
according to each method is as follows.
Average market share price method¥920 to ¥1,214
Comparable company analysis method ¥1,280 to ¥1,463
DCF method¥1,498 to ¥1,923
First, under the average market share price method, Nomura Securities judged therange per share of common stock to be ¥920 to ¥1,214 based on the closing price ofHitachi Maxell’s common stock on the First Section of the Tokyo Stock Exchange on
the record date of July 24, 2009, the average closing price for the most recent one week,
the average closing price for the most recent one month, three months and six months.
Secondly, under the comparable company analysis method, Nomura Securities judged
the range per share of common stock to be ¥1,280 to ¥1,463, evaluating Hitachi
Maxell’s equity value by comparing share prices and financial indicators such as the
profitability of listed companies engaged in relatively similar businesses to those of
Hitachi Maxell.
Finally, under the DCF method, Nomura Securities judged the range per share ofcommon stock to be ¥1,498 to ¥1,923 after analyzing enterprise value and equity value
by discounting free cash flows Hitachi Maxell is expected to generate in the future by acertain discount rate to arrive at a net present value. This analysis was based on Hitachi
Maxell’s projected future profits from the fiscal year ending March 31, 2010 and later,
taking into consideration Hitachi Maxell’s business plans, an interview with the
management of Hitachi Maxell, recent business performance, public information
disclosures and other contributing factors.
Hitachi took into account the valuation results received from Nomura Securities using
each method in its Valuation Report for Hitachi as reference and comprehensively
considered examples of premiums added as of determining tender offer prices in pastexamples of tender offers for shares by entities other than issuers; whether the Board of
Directors of Hitachi Maxell would accept the Tender Offer; the market share pricetrend of Hitachi Maxell’s common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Maxell, the final Tender Offer Price wasdetermined at ¥1,740 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥1,740 represents a premium of 43.3% (rounded to
the first decimal place) on the closing price of ¥1,214 of common stock of Hitachi
Maxell on the First Section of the Tokyo Stock Exchange on July 24, 2009(*). It also
represents a premium of 48.6% (rounded to the first decimal place) on the simple- more --8-average of ¥1,171 (rounded to the nearest yen) of the closing share prices of common
stock of Hitachi Maxell for the past month (from June 25 to July 24, 2009), a premiumof 57.6% (rounded to the first decimal place) on the simple average of ¥1,104 (rounded
to the nearest yen) of the closing share prices of common stock of Hitachi Maxell forthe past three months (from April 27 to July 24, 2009), and a premium of 89.1%(rounded to the first decimal place) on the simple average of ¥920 (rounded to thenearest yen) of the closing share prices of common stock of Hitachi Maxell for the past
six months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Maxell rose following a news report regarding thebusiness restructuring of the Hitachi Group on July 27, 2009, which is the day before
the day when the aforementioned decision was made by Hitachi’s President and Chief
Executive Officer. Considering this rise in the stock price, the premium was calculatedusing the stock price on July 24, 2009, a business day before July 27, 2009. The
calculations of the respective premiums on the simple average of the closing shareprices of common stock for the past one month, for the past three months and for the
past six months were made in the same manner.
On the other hand, according to Hitachi Maxell, for decision making concerning theTender offer, Hitachi Maxell appointed Nikko Citigroup Limited a financial advisor
that is independent of Hitachi and Hitachi Maxell as third-party appraiser. To make it areference for inspecting the adequacy of the Tender Offer Price, Hitachi Maxell had
Nikko Citigroup evaluate its share price and received the share price valuation report(the “Valuation Report for Hitachi Maxell”) on July 21, 2009. (According to Hitachi
Maxell, Hitachi Maxell did not obtain an opinion on the fairness of the Tender Offer
Price, the so-called Fairness Opinion, from Nikko Citigroup.)
According to Hitachi Maxell, in the Valuation Report for Hitachi Maxell, Hitachi
Maxell’s equity value is analyzed based on financial information and projections
submitted by Hitachi Maxell under certain assumptions and conditions. To calculateshare price of Hitachi Maxell, Nikko Citigroup used the average market share pricemethod, the comparable companies multiplier comparison method, the comparable
tender offer case premium analysis method and the DCF method.
According to Hitachi Maxell, the computation result using each share pricecomputation method in the Valuation Report for Hitachi Maxell was as follows.
With the average market share price method, based on the average of the closing prices
based on July 17, 2009, the record date, of the shares of Hitachi Maxell on the First
Section of the Tokyo Stock Exchange for one month, three months and six months, theper share price of the shares of Hitachi Maxell was calculated to be ¥909 to ¥1,150.
With the comparable companies multiplier comparison method, by comparing theshare prices and financial indicators that show the profitability of listed companies
operating in the same business as that of Hitachi Maxell, the per share price of the- more --9-shares of Hitachi Maxell was calculated to be ¥1,066 to ¥1,782. With the comparable
tender offer case premium analysis method, among the past tender offer cases
announced in September 2007 and thereafter, those by a parent company to its listed
subsidiary were picked and the relevant premiums for the average closing prices for acertain period before the tender offer were analyzed. Premiums for the average shareprices for one month, three months and six months were approximately 53%, 42% and32%, respectively. Applying these premiums for Hitachi Maxell’s average closing pricefor each period, the per share price of the shares of Hitachi Maxell was calculated to be¥1,151 to¥1,820. Lastly, with the DCF method, Hitachi Maxell’s share price was
evaluated by estimating and discounting future free cash flows that Hitachi Maxell willproduce by a certain discount rate to give their present values assuming Hitachi
Maxell’s future revenue projections and business/investment plans, etc. Using the DCF
method, the per share price of the shares of Hitachi Maxell was calculated to be ¥1,544
to ¥1,788
According to Hitachi Maxell, Hitachi Maxell heard Nikko Citigroup’s explanation on
the Valuation Report for Hitachi Maxell at the meeting of the Board of Directors heldon July 22, 2009.
According to Hitachi Maxell, based on the advice from the financial adviser, Nikko
Citigroup, and the legal adviser, Nagashima Ohno & Tsunematsu, Hitachi Maxell’s
Board of Directors carefully inspected the Valuation Report for Hitachi Maxell from
Nikko Citigroup, the conditions of the Tender Offer, the possibility of the use of thebusiness resources held by Hitachi and the operational and financial synergies captured
by Hitachi making Hitachi Maxell its wholly owned subsidiary. During such inspection,
the Board fully respected opinions of the Special Committee. As a result, the Board
determined that becoming a wholly owned subsidiary of Hitachi by accepting theTender Offer will be beneficial to the improvement of Hitachi Maxell’s enterprisevalue and the interests of all shareholders. The Tender Offer Price and other conditions
are adequate, and the protection of the interests of Hitachi Maxell’s minority
shareholders is fully considered. The Board judged the Tender Offer to offer Hitachi
Maxell’s shareholders reasonable opportunities to sell their stock at an appropriate
price. For these reasons, Hitachi Maxell’s Board of Directors at its meeting held today,
determined to approve the Tender Offer and to recommend that the shareholders
subscribe to the Tender Offer.
2) Setting up a third-party committee in Hitachi Maxell
In addition, according to Hitachi Maxell, to ensure the fairness of the Tender Offer andraise the transparency and objectiveness of the transactions, Hitachi Maxell’s Board of
Directors established a Special Committee on June 26, 2009. The Board determined toconsult the Special Committee when inspecting and discussing the content of opinions
to be disclosed concerning the Tender Offer. According to Hitachi Maxell, as members- more -- 10 -of the Special Committee, Hitachi Maxell selected five members who are independent
from Hitachi and Hitachi Maxell: Yoshiya Kawamata (Lawyer; Professor at Kyoto
University); Yuji Yamamoto (Certified Public Accountant; Representative Director andPresident, Huron Consulting Group, Ltd.); Susumu Miyoshi and Teruhiko Yoshikawa,
who were Hitachi Maxell’s Outside Directors until June 2009; and Tetsuo Horiuchi,
who is currently an Outside Director of Hitachi Maxell.
According to Hitachi Maxell, since July 1, 2009, while paying full attention to minority
shareholders’ interests being protected, the Special Committee has inspected the detailof the opinions to be announced by Hitachi Maxell’s Board of Directors in view ofwhether the Tender Offer contributes to the improvement of Hitachi Maxell’s enterprisevalue and the interests of all shareholders as well as the interests of all stakeholders
including Hitachi Maxell’s employees. During the inspection, the Special Committee
referred to the Valuation Report for Hitachi Maxell submitted by Nikko Citigroup,
Hitachi Maxell’s financial adviser, and heard an explanation on the valuation of Hitachi
Maxell’s share price from Nikko Citigroup. According to Hitachi Maxell, in this process,the Special Committee prudently inspected and discussed the matters addressed by
Hitachi Maxell’s Board of Directors. As a result, it reached the unanimous conclusionthat it is reasonable to judge that the Tender Offer will contribute to the improvement of
Hitachi Maxell’s enterprise value and the interests of all shareholders, the Tender Offer
Price is set within an appropriate range and the interests of Hitachi Maxell’s minority
shareholders are considered in determining the price. As of July 22, 2009, theCommittee reported these judgments to Hitachi Maxell’s Board of Directors.
3) Legal advice from an independent law office
Again, according to Hitachi Maxell, Hitachi Maxell’s Board of Directors appointed
Nagashima Ohno & Tsunematsu that is independent of Hitachi and Hitachi Maxell as alegal advisor and received their advice concerning the Board of Directors’ decisionmaking methods and process including various procedures for the Tender Offer.
4) Approval of all the directors attending the Board of Directors’ meeting
According to Hitachi Maxell, the Board of Directors at its meeting held today,
expressed approval of the Tender Offer and made a resolution to recommend
shareholders to subscribe to the Tender Offer. This meeting was attended by all
directors other than Michiharu Nakamura and Isao Uchigasaki and the resolution wasmade unanimously by all the attending directors. According to Hitachi Maxell, among
Hitachi Maxell’s directors, Michiharu Nakamura, who concurrently serves as a directorof Hitachi, and Isao Uchigasaki, who concurrently serves as a director of Hitachi’s
subsidiary, did not participate in the discussions and resolution by the Board of
Directors concerning the Tender Offer to avoid any conflict of interest. The two also
were not involved in negotiations with Hitachi representing Hitachi Maxell.
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5) Setting the Tender Offer Period at a relatively long period
By setting the Tender Offer Period at 33 business days, which is a relatively long
period, Hitachi provides the shareholders of Hitachi Maxell with the opportunity toreflect on the application for the Tender Offer and ensures the fairness of the Tender
Offer Price.
(4) Policy on Matters including Organizational Restructuring after the Tender
Offer (Matters concerning the so-called Two-Step Acquisition)
As described in agenda Item (1) Outline of the Tender Offer above, Hitachi aims to
make Hitachi Maxell a wholly owned subsidiary and intends to do so through theTender Offer and a series of subsequent procedures to be implemented by around April
2010 at the latest.
If Hitachi cannot acquire all the issued shares of Hitachi Maxell (exclusive of its
treasury stock) through the Tender Offer, Hitachi aims to acquire all the issued sharesof Hitachi Maxell (exclusive of Hitachi Maxell shares held by Hitachi) by way of ashare exchange with Hitachi Maxell so that Hitachi will become a wholly owningparent company and Hitachi Maxell will become a wholly owned subsidiary (the“Share Exchange”) after the Tender Offer. The Share Exchange intends to deliver
Hitachi shares as consideration for the Hitachi Maxell shares held by Hitachi Maxell’sshareholders other than Hitachi. With the Share Exchange, all the Hitachi Maxell
shares (exclusive of Hitachi Maxell shares held by Hitachi), including those that will
not have been applied for the Tender Offer, will be wholly exchanged with Hitachi
shares, and the shareholders of Hitachi Maxell to whom one (1) or more Hitachi sharesare allotted will become Hitachi’s shareholders. The Share Exchange is planned to be
implemented through a simplified share exchange (kani kabushiki kokan), which is set
forth in the main clause of Article 796, Paragraph 3 of the Companies Act, without
approval at a General Meeting of Shareholders of Hitachi. Meanwhile, the Share
Exchange may be implemented through a summary share exchange (ryakushiki
kabushiki kokan), which is set forth in Article 784, Paragraph 1 of the Companies Act,
without approval at a General Meeting of Shareholders of Hitachi Maxell.
The share exchange ratio for the Share Exchange will be finally determined upon
consultations between Hitachi and Hitachi Maxell after the completion of the Tender
Offer with due consideration of the interests of the respective shareholders of Hitachiand Hitachi Maxell. In determining the compensation (Hitachi shares; provided,
however, that if fractional shares less than one (1) share are to be allotted, sales priceequivalent to such fractional shares will be distributed; the same shall apply
hereinafter) to be received by the shareholders of Hitachi Maxell through the Share
Exchange, Hitachi Maxell shares are expected to be evaluated to be equivalent in value- more -- 12 -

to the purchase price for the Hitachi Maxell shares of common stock in the Tender
Offer.
Upon the Share Exchange, the shareholders of Hitachi Maxell, which will become awholly owned subsidiary of Hitachi, may request that Hitachi Maxell purchase theirshares in accordance with the procedures of the Companies Act and other applicablelaws and regulations. In such a case, the purchase price would be determined in the last
instance by a competent court.
In case the U.S. shareholders hold more than 10% of Hitachi Maxell’s common stock
as of a designated record date after settlement of the Tender Offer (The holding ratio iscomputed pursuant to the U.S. Securities Act of 1933)) and Hitachi’s obligation tosubmit a registration statement based on the U.S. Securities Act of 1933 arises, Hitachiplans to make Hitachi Maxell a wholly owned subsidiary by the following methods.
Specifically, after the Tender Offer comes into effect, Hitachi intends to request that
Hitachi Maxell hold an extraordinary general meeting of shareholders (the“Extraordinary Shareholders’ Meeting”), which would include in the agenda Items 1)
through 3) as follows: 1) The Articles of Incorporation of Hitachi Maxell shall be
partly amended to make Hitachi Maxell a corporation issuing class shares (shuruikabushiki hakkou kaisha) under the Companies Act; 2) The Articles of Incorporation of
Hitachi Maxell shall be partly amended to the effect that all issued shares of common
stock of Hitachi Maxell shall be appended with a call provision (zenbu-shutoku-joko)(a provision regarding the redeemable right of Hitachi Maxell for all the shares as
stipulated in Article 108, Paragraph 1, Item 7 of the Companies Act; hereinafter thesame shall apply); and 3) a different class of Hitachi Maxell shares shall be issued by
Hitachi Maxell in exchange for acquiring all the stocks with the call provision of
Hitachi Maxell (exclusive of its treasury stock).
Furthermore, as Hitachi Maxell will be made into a corporation issuing class shares
under the Companies Act on the condition that agenda Item 1) above is approved by
the Extraordinary Shareholders’ Meeting, with respect to agenda Item 2), pursuant to
Article 111, Paragraph 2, Item 1 of the Companies Act, it will be necessary, in addition
to the resolution adopted by the Extraordinary Shareholders’ Meeting, to have aresolution at a meeting of shareholders with class shares (the “Class Shareholders’Meeting”), at which the participants will be shareholders who hold all the stocks withthe call provision of Hitachi Maxell. For this purpose, Hitachi will also request that
Hitachi Maxell hold the Class Shareholders’ Meeting to include agenda Item 2) above
for partial amendment to the Articles of Incorporation. Meanwhile, Hitachi willapprove the respective agenda items above at the Extraordinary Shareholders’ Meeting- more -- 13 -and the Class Shareholders’ Meeting.
If all of the above procedures are completed, all shares issued by Hitachi Maxell will
be subject to the call provision and shall be acquired by Hitachi Maxell (exclusive of
its treasury stock) and a different class of Hitachi Maxell shares shall be delivered tosuch shareholders of Hitachi Maxell as consideration for such acquisition by Hitachi
Maxell. Shareholders who are to receive fractions of the different class of Hitachi
Maxell shares will receive cash as consideration, which will be obtained through a saleof the different class of Hitachi Maxell shares that correspond to the sum of all such
fractions (including the purchase of a whole or a part of the sum of such fractions by
Hitachi Maxell) (fractions of the aggregate number to be rounded down) through theprocedures pursuant to Article 234 of the Companies Act and other applicable laws andregulations. The selling price of the different class of Hitachi Maxell sharescorresponding to the sum of all such fractions (and the cash amount to be delivered toeach of the relevant shareholders, resulting from the sale of the aggregate number offractions) is expected to be calculated on the basis of the Tender Offer Price. Although
the class and number of shares of Hitachi Maxell to be delivered as consideration for
the acquisition of the stocks with the call provision of Hitachi Maxell have not been
determined today, Hitachi intends to request Hitachi Maxell to determine that theshares that must be delivered to shareholders who have not tendered the Tender Offer
other than Hitachi shall be limited to such fractions of the different class of Hitachi
Maxell for the purpose of enabling Hitachi to acquire all the issued shares of Hitachi
Maxell (exclusive of its treasury stock).
As provisions to protect the rights of minority shareholders in connection with theabove respective procedures, the Companies Act provides that (i) in the event that the
Articles of Incorporation are partly amended to the effect that all the common stock
issued by Hitachi Maxell shall be subject to the call provision as stated in agenda Item2) above, any shareholder may request that Hitachi Maxell purchase his/her shares inaccordance with Articles 116 and 117 of the Companies Act and other applicable laws
and regulations, and that (ii) in the case where acquisition of all the stocks with the callprovision, as described in agenda Item 3) above, has been resolved by the General
Meeting of Shareholders, any shareholder may file a petition for determination of a fair
price for the acquisition in accordance with Article 172 of the Companies Act andother applicable laws and regulations. In addition, the purchase price and theacquisition price per share under (i) and (ii) above would be determined in the last
instance by a competent court.
With regard to the above procedures, there is a possibility that Hitachi may request
Hitachi Maxell to conduct another method that would have similar effects depending- more -- 14 -

on such factors as Hitachi’s holding status of Hitachi Maxell shares after the Tender
Offer, the holding status of Hitachi Maxell shares by shareholders other than Hitachi,or the interpretation of the competent authorities on the applicable laws and regulationsor the like and such steps might require some time to be successfully completed. Evenin such a case, however, Hitachi intends to make Hitachi Maxell a wholly owned
subsidiary by adopting the method of finally delivering cash to shareholders of Hitachi
Maxell other than Hitachi. In such cases, the resulting cash amount to be delivered to
the relevant shareholders is also expected to be calculated on the basis of the Tender
Offer Price.
The Tender Offer is not intended to solicit shareholders of Hitachi Maxell to vote infavor of the proposals to be put to the Extraordinary Shareholders’ Meeting and theClass Shareholders’ Meeting.
(5) Likelihood of the Delisting of the Shares and the Reasons thereof
As of the date hereof, the common stock of Hitachi Maxell is listed on the First Sectionof the Tokyo Stock Exchange and the First Section of the Osaka Securities Exchange.
As Hitachi has not set the maximum limit to the number of shares to be purchased
through the Tender Offer, Hitachi Maxell shares may be subject to delisting upon thefulfillment of certain predetermined procedures if the result of the Tender Offer falls
under the delisting standards of the Tokyo Stock Exchange and the Osaka Securities
Exchange. In addition, even if the delisting standards are not met upon completion of
the Tender Offer, the shares of Hitachi Maxell will be delisted in accordance with thedelisting standards because Hitachi intends to make Hitachi Maxell a wholly owned
subsidiary in accordance with the procedures set forth in Item (4) Policy on Matters
including Organizational Restructuring after the Tender Offer (Matters concerning theso-called Two-Step Acquisition). Trading of common stock of Hitachi Maxell will
become unavailable on the Tokyo Stock Exchange and the Osaka Securities Exchange
after the delisting.
(6) Matters concerning Material Agreement regarding the Application to theTender Offer between Hitachi and Shareholders of Hitachi Maxell
Not applicable- more -- 15 -

2. Outline of the Tender Offer and Other Information(1) Outline of the Target Company
Corporate Name
Hitachi Maxell, Ltd.
Description of
Manufacturing and marketing of Information Storage Media,
Businesses
Batteries and Material-Device-Electronic Appliances.
Date Established
September 3, 1960
Head Office
1-88, Ushitora 1-chome, Ibaraki-shi, Osaka
Name and Title of
Yoshito Tsunoda, President and Chief Executive Officer
Representative
Paid-in Capital¥12,203 million (As of March 31, 2009)
Hitachi, Ltd.
51.37%
8.46%
Japan Trustee Services Bank, Ltd.
4.70%
The Master Trust Bank of Japan, Ltd.
State Street Bank and Trust Company 505019
1.41%(Standing proxy: Mizuho Corporate Bank, Ltd.,
Kabuto-cho Securities Settlement Operation Center)
CBNY DFA International Cap Value Portfolio
1.01%(Standing proxy: Citibank Japan Ltd.)
Major Shareholders TAM TWO (Standing proxy: The Bank of
0.96%
and Shareholdings Tokyo-Mitsubishi UFJ, Ltd.)The Nomura Trust and Banking Co., Ltd.
0.80%
Trust & Custody Services Bank, Ltd.
0.76%
State Street Bank and Trust Company (Standing
0.62%
proxy: Mizuho Corporate Bank, Ltd., Kabuto-cho
Securities Settlement Operation Center)
RBC Dexia Investor Service Bank Account
0.61%
Luxembourg Non-Resident Domestic Rate
(Standing proxy agent: Standard Chartered Bank)(As of March 31, 2009)
Hitachi holds 51,426,930 shares of Hitachi Maxell,
Capitalequivalent to a shareholding of 51.67% of the total
Relationships number of issued shares, including indirect holdingsof 0.30%. (As of March 31, 2009)
Personnel
One Hitachi director sits on Hitachi Maxell’s Board
Relationships
Relationships of Directors.
between Hitachiand Hitachi Maxell Transaction Hitachi conducts fund transactions with Hitachi
Maxell under the Hitachi Group’s cash pooling
Relationships system.
Status as a Hitachi Maxell is a consolidated subsidiary ofRelated Party Hitachi, and therefore a Related Party of Hitachi.

- more -- 16 -

(2) Tender Offer Period1) Initial Period of the Tender Offer in the Registration
From Thursday, August 20, 2009 to Thursday, October 8, 2009 (both inclusive) (33business days)
2) Possibility of Extending the Above Period upon Request of Hitachi Maxell
None.
(3) Tender Offer Price: ¥1,740 per share of common stock(4) Basis of Calculation of the Tender Offer Price
1) Basis of Calculation
For reference in determining the Tender Offer Price, Hitachi requested that Nomura
Securities, a financial adviser as a third-party appraiser independent from Hitachi and
Hitachi Maxell, calculate the equity value of Hitachi Maxell shares. To calculate theequity value of Hitachi Maxell shares, Nomura Securities used the average market
share price method, the comparable company analysis method and the DCF method.
Hitachi received the Valuation Report for Hitachi from Nomura Securities today.
(Hitachi did not obtain an opinion on the fairness of the valuation results of the Tender
Offer Price, the so-called Fairness Opinion, from Nomura Securities.) The range ofvaluations per share of common stock of Hitachi Maxell calculated according to eachmethod is as follows.
Average market share price method
Comparable company analysis method
DCF method¥920 to ¥1,214¥1,280 to ¥1,463¥1,498 to ¥1,923

First, under the average market share price method, Nomura Securities judged therange per share of common stock to be ¥920 to ¥1,214 based on the closing price ofHitachi Maxell’s common stock on the First Section of the Tokyo Stock Exchange on
the record date of July 24, 2009, the average closing price for the most recent one week,
for the most recent one month, for the most recent three months and for the most recent
six months.
Under the comparable company analysis method, Nomura Securities judged the range
per share of common stock to be ¥1,280 to ¥1,463, evaluating Hitachi Maxell’s equity
value by comparing share prices and financial indicators such as the profitability oflisted companies engaged in relatively similar businesses to those of Hitachi Maxell.
Finally, under the DCF method, Nomura Securities judged the range per share ofcommon stock to be ¥1,498 to ¥1,923 after analyzing enterprise value and equity value
by discounting free cash flows Hitachi Maxell is expected to generate in the future by a
- more -- 17 -

certain discount rate to arrive at a net present value. This analysis was based on Hitachi
Maxell’s projected future profits from the fiscal year ending March 31, 2010 and later,
taking into consideration Hitachi Maxell’s business plans, an interview with the
management of Hitachi Maxell, recent business performance, public information
disclosures and other contributing factors.
Hitachi took into account the valuation results received from Nomura Securities using
each method in its Valuation Report for Hitachi as reference and comprehensively
considered examples of premiums added as of determining tender offer prices in pastexamples of tender offers for shares by entities other than issuers; whether the Board of
Directors of Hitachi Maxell would accept the Tender Offer; the market share pricetrend of Hitachi Maxell’s common stock; the expected number of subscriptions to theTender Offer; and other factors. Furthermore, taking into account the results ofconsultations and negotiations with Hitachi Maxell, the final Tender Offer Price wasdetermined at ¥1,740 per share of common stock by Hitachi’s President and Chief
Executive Officer today.
The Tender Offer Price per share of ¥1,740 represents a premium of 43.3% (rounded to
the first decimal place) on the closing price of ¥1,214 of common stock of Hitachi
Maxell on the First Section of the Tokyo Stock Exchange on July 24, 2009(*). It also
represents a premium of 48.6% (rounded to the first decimal place) on the simple
average of ¥1,171 (rounded to the nearest yen) of the closing share prices of common
stock of Hitachi Maxell for the past month (from June 25 to July 24, 2009), a premiumof 57.6% (rounded to the first decimal place) on the simple average of ¥1,104 (rounded
to the nearest yen) of the closing share prices of common stock of Hitachi Maxell forthe past three months (from April 27 to July 24, 2009), and a premium of 89.1%(rounded to the first decimal place) on the simple average of ¥920 (rounded to thenearest yen) of the closing share prices of common stock of Hitachi Maxell for the past
six months (from January 26 to July 24, 2009).
(*) The stock price of Hitachi Maxell rose following a news report regarding thebusiness restructuring of the Hitachi Group on July 27, 2009, which is the day before
the day when the aforementioned decision was made by Hitachi’s President and Chief
Executive Officer. Considering this rise in the stock price, the calculation of thepremium was made using the stock price on July 24, 2009, a business day before July27, 2009. The calculations of the respective premiums on the simple average of theclosing share prices of common stock for the past one month, the past three months
and the past six months were made in the same manner.

- more -- 18 -

2) Background of the Valuation(Background to the decision regarding the Tender Offer Price)
Hitachi Maxell is a consolidated subsidiary of Hitachi. The Hitachi Group and Hitachi
Maxell have reinforced their collaborations in the lithium ion batteries business.
In the business field of rechargeable batteries centering on lithium ion rechargeable
batteries, although high growth is expected by the expansion of the market for products
in which such batteries are used and their new applications, there is concern overintensifying competition due to an increase of new entrants in the consumer-use
products business, there is pressure to lower the prices of finished products. Given thestrong public demand for the establishment of a comprehensive global environment
and energy saving-related system based on lithium ion rechargeable batteries in theautomobile and industrial sectors, rechargeable batteries including lithium ion
rechargeable batteries are essential to make internal-combustion system electric-driven
and for practical application of new energy that replaces fossil fuel. The Hitachi Group
must reinforce a system that can flexibly address such customer needs in order toimprove the growth and profitability of the Hitachi Group in the lithium ion batteriesbusiness.
Under such circumstances, since the end of March 2009, Hitachi and Hitachi Maxell
have discussed various measures to improve the enterprise value of both companies
and concluded that Hitachi’s acquisition of Hitachi Maxell and making it a wholly
owned subsidiary to establish a more stable capital relationship would be very
beneficial to enhance the enterprise value not only of Hitachi Maxell but also of theentire Hitachi Group. Through the acquisition, the relationship between the HitachiGroup and Hitachi Maxell will be further reinforced and the integrated management of
the Hitachi Group and Hitachi Maxell will realize synergies in Hitachi’s social
innovation business and lithium ion batteries business as well as Hitachi Maxell’sbatteries business and all the other businesses. Consequently, Hitachi determined to
conduct the Tender Offer and decided on the Tender Offer Price in the following
manner.
(i) Name of the Third Party from Which Hitachi Obtained Valuations
In determining the Tender Offer Price, Hitachi in May 2009 requested that Nomura
Securities, a financial adviser as a third-party appraiser independent from Hitachiand Hitachi Maxell, calculate the equity value of Hitachi Maxell shares. Hitachi
received the Valuation Report for Hitachi on the equity value of Hitachi Maxell
shares from Nomura Securities today. (Hitachi did not obtain an opinion on thefairness of its valuations of the Tender Offer Price, the so-called Fairness Opinion,from Nomura Securities.)- more -- 19 -

(ii) Outline of the Valuation Report for Hitachi
To calculate the equity value of Hitachi Maxell shares, Nomura Securities used theaverage market share price method, the comparable company analysis method andthe DCF method. The range of valuations per share of common stock of Hitachi
Maxell calculated according to each method is as follows.
Average market share price method
Comparable company analysis method
DCF method¥920 to ¥1,214¥1,280 to ¥1,463¥1,498 to ¥1,923(iii) Process for Determining the Tender Offer Price Based on the Valuation Reportfor Hitachi
Hitachi took into account the valuation results received from Nomura Securities
using each method in its Valuation Report for Hitachi as reference andcomprehensively considered examples of premiums added as of determining tender
offer prices in past examples of tender offers for shares by entities other than issuers;whether the Board of Directors of Hitachi Maxell would accept the Tender Offer; themarket share price trend of Hitachi Maxell’s common stock; the expected number ofsubscriptions to the Tender Offer; and other factors. Furthermore, taking into
account the results of consultations and negotiations with Hitachi Maxell, the final
Tender Offer Price was determined at ¥1,740 per share of common stock by
Hitachi’s President and Chief Executive Officer today.
(Measures to Ensure the Fairness of the Tender Offer including Measures to
Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest)
Hitachi principally took into consideration the following matters to ensure thefairness of the Tender Offer.
(i) Acquisition of the valuation report on the equity value from the Independent
Third-Party Appraiser
In determining the Tender Offer Price, Hitachi requested that Nomura Securities, afinancial adviser and third-party appraiser independent from Hitachi and Hitachi
Maxell, calculate the equity value of Hitachi Maxell shares as one of the measures
to ensure the fairness of the Tender Offer Price.
To calculate the equity value of Hitachi Maxell shares, Nomura Securities used theaverage market share price method, the comparable company analysis method andthe DCF method. Hitachi received the Valuation Report for Hitachi from Nomura
Securities today. (Hitachi did not obtain an opinion on the fairness of the valuation
results of the Tender Offer Price, the so-called Fairness Opinion, from Nomura
Securities.)- more -- 20 -

Hitachi took into account the valuation results received from Nomura Securities
using each method in its Valuation Report for Hitachi as reference andcomprehensively considered examples of premiums added as of determining tender
offer prices in past examples of tender offers for shares by entities other than issuers;whether the Board of Directors of Hitachi Maxell would accept the Tender Offer;
the market share price trend of Hitachi Maxell’s common stock; the expected
number of subscriptions to the Tender Offer; and other factors. Furthermore, taking
into account the results of consultations and negotiations with Hitachi Maxell, thefinal Tender Offer Price was determined at ¥1,740 per share of common stock by
Hitachi’s President and Chief Executive Officer today.
On the other hand, according to Hitachi Maxell, Hitachi Maxell appointed Nikko
Citigroup Limited a financial advisor that is independent of Hitachi and Hitachi
Maxell as third-party appraiser. To make it a reference for inspecting the adequacyof the Tender Offer Price, Hitachi Maxell had Nikko Citigroup evaluate its shareprice and received the Valuation Report for Hitachi Maxell as of July 21, 2009.
(According to Hitachi Maxell, Hitachi Maxell did not obtain an opinion on thefairness of the Tender Offer Price, the so-called Fairness Opinion, from Nikko
Citigroup.)
According to Hitachi Maxell, in the Valuation Report for Hitachi Maxell, Hitachi
Maxell’s equity value is analyzed based on financial information and projections
submitted by Hitachi Maxell under certain assumptions and conditions. To calculateshare price of Hitachi Maxell, Nikko Citigroup used the average market share pricemethod, the comparable companies multiplier comparison method, the comparable
tender offer case premium analysis method and the DCF method.
According to Hitachi Maxell, the computation result using each share pricecomputation method in the Valuation Report for Hitachi Maxell was as follows.
With the average market share price method, based on the average of the closing
prices based on July 17, 2009, the record date, of the shares of Hitachi Maxell on theFirst Section of the Tokyo Stock Exchange for one month, three months and six
months, the per share price of the shares of Hitachi Maxell was calculated to be¥909 to ¥1,150. With the comparable companies multiplier comparison method, bycomparing the share prices and financial indicators that show the profitability oflisted companies operating in the same business as that of Hitachi Maxell, the pershare price of the shares of Hitachi Maxell was calculated to be ¥1,066 to ¥1,782.
With the comparable tender offer case premium analysis method, among the pasttender offer cases announced in September 2007 and thereafter, those by a parent
company to its listed subsidiary were picked and the relevant premiums for the
average closing prices for a certain period before the tender offer were analyzed.
Premiums for the average share prices for one month, three months and six months- more -- 21 -

were approximately 53%, 42% and 32%, respectively. Applying these premiums for
Hitachi Maxell’s average closing price for each period, the per share price of theshares of Hitachi Maxell was calculated to be ¥1,151 to ¥1,820. Lastly, with the
DCF method, Hitachi Maxell’s share price was evaluated by estimating anddiscounting future free cash flows that Hitachi Maxell will produce by a certain
discount rate to give their present values assuming Hitachi Maxell’s future revenue
projections and business and investment plans, etc. Using the DCF method, the pershare price of the shares of Hitachi Maxell was calculated to be ¥1,544 to ¥1,788
According to Hitachi Maxell, Hitachi Maxell heard Nikko Citigroup’s explanationon the Valuation Report for Hitachi Maxell at the meeting of the Board of Directors
held on July 22, 2009.
According to Hitachi Maxell, based on the advice from the financial adviser, Nikko
Citigroup, and the legal adviser, Nagashima Ohno & Tsunematsu, Hitachi Maxell’s
Board of Directors carefully inspected the report from the Special Committee, theValuation Report for Hitachi Maxell from Nikko Citigroup, the conditions of theTender Offer, the possibility of the use of the business resources held by Hitachi andthe operational and financial synergies captured by Hitachi making Hitachi Maxell
its wholly owned subsidiary. As a result, the Board determined that becoming awholly owned subsidiary of Hitachi by accepting the Tender Offer will be beneficial
to the improvement of Hitachi Maxell’s enterprise value and the interests of allshareholders. The Tender Offer Price and other conditions are adequate, and theprotection of the interests of Hitachi Maxell’s minority shareholders is fully
considered. The Board judged the Tender Offer to offer Hitachi Maxell’sshareholders reasonable opportunities to sell their stock at an appropriate price. For
these reasons, Hitachi Maxell’s Board of Directors at its meeting held today,
determined to approve the Tender Offer and to recommend that the shareholders
subscribe to the Tender Offer.
(ii) Setting up a third-party committee in Hitachi Maxell
In addition, according to Hitachi Maxell, to secure the fairness of the Tender Offerand raise the transparency and objectiveness of the transactions, Hitachi Maxell’s
Board of Directors established a Special Committee on June 26, 2009. The Board
determined to consults the Special Committee when inspecting and discussing thecontent of opinions to be disclosed concerning the Tender Offer. According to Hitachi
Maxell, as members of the Special Committee, Hitachi Maxell selected five members
who are independent from Hitachi Maxell and Hitachi: Yoshiya Kawamata (Lawyer;
Professor at Kyoto University); Yuji Yamamoto (Certified Public Accountant;
Representative Director and President, Huron Consulting Group, Ltd.); Susumu
Miyoshi and Teruhiko Yoshikawa, who were Hitachi Maxell’s Outside Directors until
June 2009; and Tetsuo Horiuchi, who is currently an Outside Director of Hitachi- more -- 22 -

Maxell.
According to Hitachi Maxell, since July 1, 2009, while paying full attention tominority shareholders’ interests being protected, the Special Committee has
inspected the detail of the opinions to be announced by Hitachi Maxell’s Board of
Directors in view of whether the Tender Offer contributes to the improvement of
Hitachi Maxell’s enterprise value and the interests of all shareholders as well as theinterests of all stakeholders including Hitachi Maxell’s employees. During theinspection, the Special Committee referred to the Valuation Report for Hitachi
Maxell submitted by Nikko Citigroup, Hitachi Maxell’s financial adviser, and heard
explanation on the valuation of Hitachi Maxell’s share price from Nikko Citigroup.
According to Hitachi Maxell, in this process, the Special Committee prudently
inspected and discussed the matters addressed by Hitachi Maxell’s Board of
Directors. As a result, it reached the unanimous conclusion that it is reasonable tojudge that the Tender Offer will contribute to the improvement of Hitachi Maxell’senterprise value and the interests of all shareholders, the Tender Offer Price is set
within an appropriate range and the interests of Hitachi Maxell’s minority
shareholders are considered in determining the price. As of July 22, 2009, theCommittee reported these judgments to Hitachi Maxell’s Board of Directors.
(iii) Legal advice from an independent law office
Again, according to Hitachi Maxell, Hitachi Maxell’s Board of Directors appointed
Nagashima Ohno & Tsunematsu that is independent of Hitachi and Hitachi Maxell
as a legal advisor and received their advice concerning the Board of Directors’decision making methods and process including various procedures for the Tender
Offer.
(iv) Approval of all the directors attending the Board of Directors’ meeting
According to Hitachi Maxell, the Board of Directors at its meeting held today,
expressed approval of the Tender Offer and made a resolution to recommend
shareholders to subscribe to the Tender Offer. This meeting was attended all
directors other than Michiharu Nakamura and Isao Uchigasaki and resolution wasmade unanimously by all the attending directors. According to Hitachi Maxell,
among Hitachi Maxell’s directors, Michiharu Nakamura, who concurrently serves asa director of Hitachi, and Isao Uchigasaki, who concurrently serves as a director of
Hitachi’s subsidiary, did not participate in the discussions and resolution by the
Board of Directors concerning the Tender Offer to avoid any conflict of interest. The
two also were not involved in negotiations with Hitachi representing Hitachi Maxell.
(v) Setting the Tender Offer Period at a relatively long period
By setting the Tender Offer Period at 33 business days, which is a relatively long- more -- 23 -

period, Hitachi provides the shareholders of Hitachi Maxell with the opportunity to
fully reflect on the application for the Tender Offer and ensures the fairness of theTender Offer Price.
3) Relationship with the Third-Party Appraiser
Nomura Securities is not a Related Party of Hitachi.
(5) Number of Shares to Be Purchased
Number of Shares to Be
Minimum Number ofPurchased
Shares to Be Purchased
44,929,356 shares— shares

Maximum Number of
Shares to Be Purchased— shares

Notes:
1. As the maximum and minimum limits to the number of shares to be purchased through the Tender
Offer are not set, all of the tendered shares will be purchased.
2. Less-than-one-unit shares are also eligible for the Tender Offer. In addition, Hitachi Maxell may
purchase its own shares during the Tender Offer Period, pursuant to applicable laws and regulations,
if shareholders owning less-than-one-unit shares exercise their right to request purchase of theirshares in accordance with the relevant provisions of the Companies Act.
3. Hitachi does not intend to acquire treasury stock held by Hitachi Maxell through the Tender Offer.
4. The maximum number of shares of Hitachi Maxell to be acquired by Hitachi through the Tender
Offer is stated in the “Number of Shares to Be Purchased.” This number indicates Hitachi Maxell
shares (44,929,356 shares) that are to be obtained by deducting the total of the number of shares heldby Hitachi as of the date hereof (51,132,131 shares) and the number of shares of treasury stock heldby Hitachi Maxell as of March 31, 2009 (3,470,646 shares), from the total number of issued shares ofHitachi Maxell as of March 31, 2009 (99,532,133 shares), which are stated in the securities report of
the 63rd term filed by Hitachi Maxell on June 26, 2009.

(6) Changes in the Shareholdings due to the Tender Offer
Number of voting rights represented(Shareholdings immediatelyby shares held by Hitachi immediately
511,321 units before the Tender Offer:
before the Tender Offer
53.25%)
Number of voting rights represented(Shareholdings immediatelyby shares held by Special Related
before the Tender Offer:－ units
Parties immediately before the Tender
－%)
Offer
Number of voting rights represented(Shareholdings after theby shares to be purchased by the449,293 units Tender Offer: 100.00%)
Tender Offer
Total number of voting rights held by
960,161 units
all the shareholders in Hitachi Maxell
Notes:
1. The "Shareholdings immediately before the Tender Offer" was calculated using the "Total numberof voting rights held by all the shareholders in the Target Company" as the denominator.
2. The “Number of voting rights represented by shares held by Special Related Parties immediately
before the Tender Offer” represents the total of voting rights relating to shares held by respective
Special Related Parties as identified by Hitachi as of the date hereof. Provided, however, that suchSpecial Related Parties shall exclude those to be excluded from the category of Special Related
Parties in accordance with Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance regarding
Disclosure of Tender Offers for Shares, etc., by Entities Other than Issuers (Ministry of FinanceOrdinance No. 38 of 1990; including amendment thereof; the “Ordinance”) in calculating theshareholdings, as set forth in the respective items of Article 27-2, Paragraph 1 of the Financial- more -- 24 -

3.

4.

5.

6.

Instruments and Exchange Law (Law No. 25 of 1948; including amendments thereof; the “Law”).
The “Number of voting rights represented by shares to be purchased by the Tender Offer” indicatesthe number of voting rights relating to the number of shares to be purchased in the Tender Offer(44,929,356 shares).
Because the shares held by respective Special Related Parties (exclusive of treasury stock held byHitachi Maxell being a Special Related Party) are also subject to the Tender Offer, the “Number ofvoting rights represented by shares held by Special Related Parties immediately before the Tender
Offer” is not included in the numerator in the calculation of “Shareholdings after the Tender Offer.”
The “Total number of voting rights held by all the shareholders in Hitachi Maxell” (100 shares
represent the number of shares per unit (tangen)) indicates the number of voting rights of all theshareholders of Hitachi Maxell as of March 31, 2009, which are stated in the securities report of the
63rd term filed by Hitachi Maxell on June 26, 2009. Because all the shares issued by Hitachi Maxell(exclusive of its treasury stock) are subject to the Tender Offer, the “Shareholdings after the Tender
Offer” was calculated using the number of voting rights (960,614 units) concerning shares ofHitachi Maxell (96,061,487 shares), which is derived by deducting the total number of shares oftreasury stock held by Hitachi Maxell as of March 31, 2009 (3,470,646 shares), which are stated insaid securities report, from the total number of issued shares as of March 31, 2009 (99,532,133
shares), which are stated in said securities report, as the denominator.
The figures in the “Shareholdings immediately before the Tender Offer” and the “Shareholdings
after the Tender Offer” were rounded to two decimal places.

(7) Tender Offer Cost: ¥78,177 million
Note: The Tender Offer Cost is calculated by multiplying 44,929,356 shares (Number of Shares to Be
Purchased) by the Tender Offer Price for each share of ¥1,740.

(8) Method of Settlement
1) Name and Location of Head Office of Securities Companies/Banks, etc., in
Charge of Settlement
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo

2) Commencement Date of Settlement
Friday, October 16, 20093) Method of Settlement
With respect to tendering shareholders through the Tender Offer Agent, upon
expiration of the Tender Offer Period, Hitachi will, without delay, send notice of theTender Offer purchases to the addresses of tendering shareholders (in the case of aforeign resident who does not hold a working account with the Tender Offer Agent(including the case of an institutional shareholder), to its standing proxy). With respect
to tendering shareholders through JOINVEST Securities Co., Ltd., the Sub-Agent, the- more -- 25 -

notice will be delivered in accordance with the method described on the Sub-Agent’s
website (https://www.joinvest.jp/).
Purchases will be made in cash. Payment for purchased shares will be made by meansof remittance, etc., in accordance with the instructions of tendering shareholders. (Feesmay be incurred for remitting payment.)4) Method of Returning Shares
In the event that Hitachi does not purchase all of the tendered shares in accordancewith the conditions mentioned in “2) Conditions of Withdrawal of Tender Offer,
Details thereof and Method of Disclosing the Withdrawal” of “(9) Other Conditions
and Methods of the Tender Offer” below, Hitachi will return shares by recovering therecord to the status immediately before the shares were tendered, soon after thecommencement date of settlement (if the Tender Offer is withdrawn, the date ofwithdrawal). (If shares are to be transferred to an account of a tendering shareholder at
another securities company, etc., please provide instructions to that effect.)(9) Other Conditions and Methods of the Tender Offer
1) Conditions and Details in Each Item of Article 27-13, Paragraph 4 of the Law
As the maximum and minimum limits to the number of shares to be purchased throughthe Tender Offer are not set, Hitachi will purchase all of the tendered shares.
2) Conditions of Withdrawal of the Tender Offer, Details thereof and Method ofDisclosing the Withdrawal
Upon the occurrence of any event falling under the provisions of Article 14, Paragraph
1, Items 1.1 through 1.9 and 1.12 through 1.18, Item 2, Items 3.1 through 3.8, Item 4,
Item 5 and Article 14, Paragraph 2, Items 3 through 6 of the Enforcement Regulationsof the Financial Instruments and Exchange Law (Regulation No. 321 of 1965;
including amendment thereof; the “Enforcement Regulations”), Hitachi may withdraw
the Tender Offer. If Hitachi decides to withdraw the Tender Offer, Hitachi will make apublic notice electronically, and publish a notice in the Nihon Keizai Shimbun.
Provided, however, that if it is difficult to make such a public notice by the end of theTender Offer Period, Hitachi will make an announcement as provided for in Article 20of the Ordinance and thereafter give notice without delay.
3) Conditions for Reducing the Tender Offer Price, Details thereof and Method ofDisclosing the Reduction
If Hitachi Maxell takes any actions provided for in Article 13, Paragraph 1 of the
Enforcement Regulations during the Tender Offer Period in accordance with theprovisions of Article 27-6, Paragraph 1, Item 1 of the Law, the Tender Offer Price may- more -- 26 -

be reduced in accordance with the provisions of Article 19, Paragraph 1 of theOrdinance. If Hitachi decides to reduce the Tender Offer Price, Hitachi will make apublic notice electronically, and publish a notice in the Nihon Keizai Shimbun.
Provided, however, that if it is difficult to make such a public notice by the end of theTender Offer Period, Hitachi will make an announcement as provided for in Article 20of the Ordinance and thereafter give notice without delay. If the Tender Offer Price isreduced, the shares tendered before the public notice, will also be purchased at the
reduced Tender Offer Price.
4) Matters concerning Tendering Shareholders’ Rights to Cancel Agreements
Any tendering shareholder may cancel agreements relating to the Tender Offer at any
time during the Tender Offer Period. Tendering shareholders who tendered through theTender Offer Agent intending to cancel an agreement with the Tender Offer Agentshould deliver or send a Cancellation Statement for Tender Offer Agreement (the“Cancellation Statement”) along with the tender offer application acceptance receipt tothe head office or nationwide branch offices of the Tender Offer Agent who accepted
the application, by 3:30 p.m. on the last day of the Tender Offer Period. Provided,
however, that cancellations sent by tendering shareholders, must reach the said offices
by no later than 3:30 p.m. on the last day of the Tender Offer Period. In order to cancel
any such agreement made through JOINVEST Securities Co., Ltd., the Sub-Agent,tendering shareholders who subscribed to share certificates, etc. through said
Sub-Agent must complete the cancellation procedures by 3:30 p.m. on the last day of
the Tender Offer Period in accordance with the instructions on the Sub-Agent’s website(https://www.joinvest.jp/).
The agents with the authority to receive a Cancellation Statement:
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo(other nationwide branch offices in Japan)
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo

Hitachi will not make any claim for damages or the payment of penalties to a tendering
shareholder if a tendering shareholder cancels an agreement. In addition, Hitachi willbear the costs of returning tendered shares.
5) Method of Disclosure if Conditions, etc., of the Tender Offer are Changed
If Hitachi decides to change the Tender Offer conditions, etc., Hitachi will make apublic notice electronically, and publish a notice in the Nihon Keizai Shimbun detailing- more -- 27 -

the changes. Provided, however, that it is difficult to make such a public notice by theend of the Tender Offer Period, Hitachi will make an announcement as provided for in
Article 20 of the Ordinance and thereafter give notice without delay. If Tender Offer
conditions, etc., are changed, shares tendered before the public notice will also bepurchased under the amended conditions.
6) Method of Disclosure When Submitting an Amendment Statement
If an Amendment Statement is filed with the Director of the Kanto Local Finance
Bureau in Japan, Hitachi will immediately announce details from the Amendment
Statement that relate to the contents of the public notice of the commencement of theTender Offer, in accordance with the manner prescribed by Article 20 of the Ordinance.
Hitachi will also immediately change the Tender Offer Explanatory Statement anddeliver the amended document to tendering shareholders who have already received
the Tender Offer Explanatory Statement. However, if the changes are only minor innature, Hitachi will prepare a document stating the reasons for such amendments, theitems that have been amended and the details, and deliver said document to tendering
shareholders.
7) Method of Disclosing Tender Offer Results
Hitachi will publicly announce the results of the Tender Offer the day after the last dayof the Tender Offer Period, in accordance with the provisions of Article 9-4 of the
Enforcement Regulations and of Article 30-2 of the Ordinance.
(10) Date of Public Notice of Commencement of the Tender Offer
Thursday, August 20, 2009(11) Tender Offer Agent
Nomura Securities Co., Ltd.
9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo
To delegate a part of its duties, the Tender Offer Agent has appointed the following
company as a Sub-Agent:
JOINVEST Securities Co., Ltd. (Sub-Agent)
15-1, Konan 2-chome, Minato-ku, Tokyo
3. Management Policy and Outlook after the Tender Offer(1) Management Policy after the Tender Offer
Refer to “1. Purpose of the Tender Offer” with regard to the management policy after
the Tender Offer.

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(2) Outlook for Future Business Performance after the Tender Offer
The expected impact of the Tender Offer on the Hitachi Group’s business results will
be announced as soon as it is determined.
4. Other Information(1) Agreement between Hitachi and the Target Company and/or Its Directors
According to Hitachi Maxell, the Board of Directors of Hitachi Maxell at its meeting
held today, expressed approval of the Tender Offer and made a resolution torecommend shareholders to subscribe to the Tender Offer. This meeting was attended
all directors other than Michiharu Nakamura and Isao Uchigasaki and resolution wasmade unanimously by all the attending directors.
Refer to “(2) Decision-Making Process of the Tender Offer, and Management Policy
after the Tender Offer” and “(3) Measures to Ensure the Fairness of the Tender Offer
including Measures to Ensure the Fairness of the Tender Offer Price and to Avoid
Conflicts of Interest” of “1. Purpose of the Tender Offer” with regard to the“Decision-Making Process of the Tender Offer” and “Details of Measures to Avoid
Conflicts of Interest.”(2) Other Information Considered Necessary for Helping Investors Decide
Whether to Subscribe to the Tender Offer
1) Today Hitachi Maxell publicly announced its closing of accounts information for the
first quarter of the 64th fiscal term, at the Tokyo Stock Exchange and the Osaka
Securities Exchange. A summary of Hitachi Maxell’s consolidated operating results
and other financial statements based on this release is provided below. The summaryof this disclosed information is an excerpt of the announcement released by Hitachi
Maxell, and Hitachi is not in a position to independently verify the precision andtruthfulness thereof and has not verified it, in effect.
(ⅰ) Operating Results (millions of yen)First Quarter of 64th Business Period(From April 1, 2009 to June 30, 2009)
34,116
26,644

Accounting Period
Revenues
Cost of sales
Selling, general and administrative
expensesNon-operating income
Non-operating expenses
Net income (loss)

8,274
454
290
(878)

Note: Net sales exclude consumption tax, etc.

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(ⅱ) Data per Share (yen)Accounting Period
Net income (loss) per share
Dividend per share
Net assets per shareFirst Quarter of 64th Business Period(From April 1, 2009 to June 30, 2009)(9.14)－
1,701.63

2) Today Hitachi Maxell publicly announced the revised forecast of the year-end
dividend, at the Tokyo Stock Exchange and the Osaka Securities Exchange. A
summary of Hitachi Maxell’s announcement is provided below. The summary of thisdisclosed information is an excerpt of the announcement released by Hitachi Maxell,and Hitachi is not in a position to independently verify the precision and truthfulness
thereof and has not verified it, in effect.
(ⅰ) Reason of revision
According to Hitachi Maxell, Hitachi Maxell revised the forecast of the year-end
dividend to be undetermined because the previous forecast may be changed due totoday’s announcement relating to the tender offer for the shares of Hitachi Maxell by
Hitachi, etc.
(ⅱ) Content of revision
Cash Dividend per share（yen）
Record Date

Second Quarter of
64th Business Period

End-of-term

AnnualLast Forecast
announced April 27, 2009

10

10

20

Revision to outlook this
time

10

Undetermined

Undetermined

Record－－－

FY200810

1020- more -- 30 -

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 whichindicate future events and trends may identify “forward-looking statements.” Such statements are basedon 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:
-

-

-

-

-

economic conditions, including consumer spending and plant and equipment investments in Hitachi’smajor markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the
major industrial sectors which Hitachi serves, including, without limitation, the information, electronics,
automotive, construction and financial sectors;
fluctuations in product demand and industry capacity, particularly in the Information &Telecommunication Systems segment, the Electronic Devices segment and the Digital Media &Consumer Products segment;
increased commoditization of information technology products and digital media related products andintensifying price competition for such products, particularly in the Information & Telecommunication
Systems segment, the Electronic Devices segment and the Digital Media & Consumer Products
segment;
uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate newtechnology on a timely and cost-effective basis and to achieve market acceptance for such products;
rapid technological innovation, particularly in the Information & Telecommunication Systems segment,
the Electronic Devices segment and the Digital Media & Consumer Products segment;
exchange rate fluctuation for the yen and other currencies in which Hitachi makes significant sales or inwhich Hitachi’s assets and liabilities are denominated, particularly against the U.S. dollar and the euro;
fluctuations in the price of raw materials including, without limitation, petroleum and other materials,
such as copper, steel, aluminum and synthetic resins;
uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact offluctuations in product demand, exchange rate and/or price of raw materials;
general socio-economic and political conditions and the regulatory and trade environment of Hitachi’smajor markets, particularly Japan, Asia, the United States and Europe, including, without limitation,
direct or indirect restrictions by other nations on imports, or differences in commercial and businesscustoms including, without limitation, contract terms and conditions and labor relations;
uncertainty as to Hitachi’s access to, or ability to protect, certain intellectual property rights, particularly
those related to electronics and data processing technologies;
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;
the possibility of incurring expenses resulting from any defects in products or services of Hitachi;
uncertainty as to the success of restructuring efforts to improve management efficiency and to strengthen
competitiveness;
uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may notcontrol, with other corporations in the design and development of certain key products;
uncertainty as to Hitachi’s ability to access, or access on favorable terms, liquidity or long-term
financing; anduncertainty as to general market price levels for equity securities in Japan, declines in which may require
Hitachi to write down equity securities it holds.

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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.
Other Cautionary Matters- In accordance with the provisions of Article 167, Paragraph 3 of the Financial Instruments andExchange Law and Article 30 of its Enforcement Regulations, anyone having read this news releaseis considered a primary recipient of information from the viewpoint of insider trading regulations.
Hitachi accordingly urges you to exercise due care as you may be prohibited from purchasing theshares of Hitachi Maxell before 12 hours have passed from the time of this announcement. If you areheld liable under criminal, civil, or administrative laws for making such a prohibited purchase,
Hitachi notes that it will assume no responsibility whatsoever.
- This news release is to announce the Tender Offer and has not been prepared for the purpose ofsoliciting an offer to sell shares. If shareholders wish to make an offer to sell their shares, they should
first read the Explanatory Document for the Tender Offer and make their own decision. This news
release does not constitute, nor form part of, any offer or invitation to buy, sell, exchange orotherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise
dispose of, buy or subscribe for, any securities. In addition, this news release does not constitute, orform part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities
in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be
relied on in connection with any agreement thereof.
- The Tender Offer is targeted at the common stock of Hitachi Maxell, a company incorporated inJapan. The Tender Offer is to be conducted in compliance with the procedures and information
disclosure standards prescribed in the Financial Instruments and Exchange Law of Japan. These
procedures and standards are not necessarily the same as the procedures and information disclosure
standards in the United States. In particular, Section 13(e) and Section 14(d) of the U.S. Securities
and Exchange Act of 1934 and the regulations stipulated thereunder are not applicable to the Tender
Offer and the Tender Offer does not conform to those procedures and standards. Not all financial
information included in this news release is in conformity with the U.S. GAAP. Further, as Hitachi is
a company incorporated outside the U.S. and most officers of Hitachi are residents outside the U.S.,
it may be impossible to exercise rights and claims that may be asserted under the securities-related
laws of the U.S. There is also a chance that it may be difficult to institute proceedings in a court
outside the U.S. against a company outside the U.S. or its officers based on a violation of the
securities-related laws of the U.S. Additionally, there is no guarantee that it would be possible to
make a company outside the U.S. and its subsidiary or affiliate subject to the jurisdiction of a U.S.
court.
- Some countries or regions may impose restrictions on the announcement, issue or distribution of thisnews release. In such cases, please take note of such restrictions and comply with them. In countries
or regions where the implementation of the Tender Offer is illegal, even upon receiving this news
release, such receipt shall not constitute a solicitation of an offer to sell or an offer to buy shares
relating to the Tender Offer and shall be deemed a distribution of materials for informative purposes
only.

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Information contained in this news release is current asof the date of the press announcement, but may be subject
to change without prior notice.
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