Nojima Corporation – Hitachi Global Life Solutions and Arçelik Hitachi Home Appliances

WA-20032

Nojima Corporation (**Nojima**) is a Japanese consumer electronics and home appliances retailer. Nojima does not have any retail or wholesale operations in Australia. Hitachi Global Life Solutions, Inc. (**Hitachi GLS**) manufactures and sells home and commercial appliances under the Hitachi brand, primarily in Japan. In 2021, Hitachi GLS and Arçelik A.Ş. (**Arçelik**), a Turkish domestic appliances and consumer electronics manufacturer, set up Arçelik Hitachi Home Appliances B.V. (**AHHA**), a joint venture to manufacture, sell and provide after-sales services of Hitachi-branded home appliances outside of Japan, including Australia. AHHA currently distributes Hitachi-branded refrigerators, washing machines, dryers and vacuum cleaners in Australia. Arçelik currently (that is, pre-Acquisition) holds a majority 60% stake in AHHA and Hitachi GLS holds the remaining 40%. Nojima proposes to acquire the Hitachi-branded home appliances business through the acquisition of an 80.1% interest in GLS, Inc. (**GLS**), a new company that has been established by Hitachi GLS to consolidate its domestic (Japanese) home appliances business and AHHA (the **Acquisition**). As part of the Acquisition, Hitachi GLS will acquire Arçelik’s 60% stake in AHHA and will transfer its rights and obligations in respect of that acquisition to GLS. Upon completion of the Acquisition, GLS will become a consolidated company of Nojima. Hitachi GLS will retain a 19.9% interest in GLS.