Hitachi Announces Outcome of Tender Offer Relating to Hitachi Koki Shares and Change of Subsidiary.

TOKYO -- Hitachi, Ltd. (NYSE:HIT)(TOKYO:6501) today announced the outcome of the tender offer (hereinafter "Tender Offer") for common stocks of Hitachi Koki Co., Ltd. (TOKYO:6581), which was announced on January 14, 2009, was commenced on January 26, 2009 and was ended on March 9, 2009.

As a result of the Tender Offer, Hitachi Koki will be Hitachi's consolidated subsidiary.

I. Outcome of the Tender Offer

1.Outline of the Tender Offer

(1) Company Name and Location of the Tender Offeror

Hitachi, Ltd.

6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo

(2) Company Name of the Target

Hitachi Koki Co., Ltd.

(3) Class of Stock Purchased

Common stock

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Notes:

* In the event that the total number of tendered share certificates, etc., is less than or equal to the planned maximum number of shares to be purchased (12,473,000 shares), Hitachi will purchase all the share certificates, etc., tendered in the Tender Offer. If the total number of tendered share certificates, etc., exceeds the planned maximum number of shares to be purchased (12,473,000 shares), Hitachi will not purchase the excess in whole or in part. Instead, Hitachi shall determine the purchase of share certificates and handle other settlement matters on a pro rata basis, in accordance with Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Law (the "Law") of Japan and the provisions of Article 32 of the Cabinet Office Ordinance regarding disclosure of tender offers for shares, etc., by entities other than issuers (the "Ordinance").

* Shares constituting less than one trading unit (tangen) are also eligible for the Tender Offer. In addition, Hitachi Koki may purchase its own shares during the Tender Offer Period, pursuant to applicable laws and regulations, if shareholders owning less than one trading unit exercise their right to request purchase of their shares in accordance with the relevant provisions of the Corporation Law.

* Hitachi does not intend to acquire treasury shares held by Hitachi Koki through the Tender Offer.

* Hitachi Koki stock acquisition rights may be exercised during the Tender Offer Period. Hitachi Koki common stock issued or transferred as a result of such exercise of rights is also eligible for this Tender Offer.

(5) Duration of the Tender Offer

From Monday, January 26, 2009 to Monday, March 9, 2009 (both inclusive)

(30 business days)

(6) Price of Tender Offer

[yen]1,300 per share

2.Outcome of Tender Offer

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(2) Completion of Tender Offer

Because the total number of tendered share certificates, etc. (34,764,667 shares), exceeded the planned maximum number of shares to be purchased (12,473,000 shares), Hitachi does not purchase the excess in whole or in part and Hitachi shall determine the purchase of share certificates and handle other settlement matters on a pro rata basis, in accordance with Article 27-13, Paragraph 5 of the Law and the provisions of Article 32 of the Ordinance, as stated in the Public Notice of Commencement of the Tender Offer and the Tender Offer Registration Statement.

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Notes:

* The "Number of voting rights represented by share certificates, etc., held by Special Related Parties immediately before the Tender Offer" and the "Number of voting rights represented by share certificates, etc., held by Special Related Parties immediately after the Tender Offer" represents the total number of voting rights relating to share certificates, etc., held by each Special Related Party (excluding treasury stock held by Hitachi Koki).

* The "Total number of voting rights held by all the shareholders in the Target" (Every 100 shares represent one trading unit (1 tangen)) indicates the number of voting rights of all the shareholders of the Target as of December 31, 2008, as reported in the Quarterly Report for the 3rd quarter of its 87th Business Period, submitted by Hitachi Koki on February 12, 2009. Because shares of less than one trading unit also fall within the scope of this Tender Offer, the "Shareholding ratio after the Tender Offer" was calculated based on 1,016,009 units for the "Total number of voting rights held by all the shareholders in the Target." This was determined by adding 1,627 units (the number of voting rights corresponding to 162,725 shares of less than one trading unit after deducting 51 shares, the number of Hitachi Koki's treasury shares that were less than one unit as of December 31, 2008 from 162,776 shares, the number of shares of less than one unit as of the same date as reported by Hitachi Koki in the aforementioned Quarterly Report) to 1,012,252 units, the "Total number of voting rights held by all the shareholders in the Target." Because Hitachi Koki shares that have been or could be issued or transferred due to the exercise of stock acquisition rights from December 31, 2008 to the last day of the Tender Offer Period are also eligible for the Tender Offer, 2,130 units were also added, being the maximum number of voting rights attached to Hitachi Koki shares that have been or could be issued or transferred due to the exercise of 213 stock acquisition rights as of December 31, 2008, as reported in the aforementioned Quarterly Report.

* The figures in the "Shareholding ratio immediately before the Tender Offer" and the "Shareholding ratio after the Tender Offer" were rounded to second decimal places.

(4) Calculation Method for Settlement Matters on a Pro Rata Basis

Because the total number of tendered share certificates, etc. exceeded the planned maximum number of shares to be purchased (up to 12,473,000 shares), Hitachi does not purchase the excess in whole or in part and determines the purchase of share certificates and handle other settlement matters on a pro rata basis, in accordance with Article 27-13, Paragraph 5 of the Law and the provisions of Article 32 of the Ordinance (If the number of tendered share certificates, etc., by a shareholder contains a portion of shares less than 1 trading unit (tangen: 100 shares), the number of shares to be purchased, as calculated on a pro rata basis, will be limited to the number of tendered share certificates, etc., by each shareholder.), as stated in the Public Notice of Commencement of the Tender Offer and the Tender Offer Registration Statement.

Because the total number of shares to be purchased from each tendering shareholder, after rounding the number of shares constituting less than one trading unit resulting from pro rata calculation, was more than the planned maximum number of shares to be purchased, Hitachi reduced the purchase by one trading unit from each of the tendering shareholders, beginning with the tendering shareholder with the most shares rounded up to a trading unit, to the extent that the number of shares to be purchased does not fall below the planned maximum number of shares to be purchased (if the number of shares to be purchased, as calculated on a pro rata basis, contains a portion of shares less than one trading unit, the purchase will be reduced by that amount). However, because the planned maximum number of shares to be purchased was not reached as a result of reducing purchases via this method from all tendering shareholders with the same number of fractional shares raised to a trading unit, reductions was determined by lottery among said shareholders to the extent that the number of shares to be purchased does not fall below the planned maximum number of shares to be purchased.

(5) Tender Offer Cost

[yen]16,215 million

(6) 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, Nihombashi 1-chome, Chuo-ku, Tokyo

2) Commencement Date of Settlement

Monday, March 16, 2009

3) Method of Settlement

Upon expiration of the Tender Offer Period, Hitachi will, without delay, send notice of Tender Offer purchases and other matters to the addresses of tendering shareholders (in the case of a foreign resident who does not hold a working account with the Tender Offer Agent, to its standing proxy). Purchases will be made in cash. Payment for purchased shares will be made by means of remittance, etc., in accordance with the instructions of tendering shareholders (Fees may be incurred for remitting payment.).

4) Method of Returning Share Certificates, etc.

Hitachi will return share certificates, etc. by recovering the record to the status immediately before the share certificates, etc. were tendered, soon after the commencement date of settlement. (If share certificates, etc. are to be transferred to an account of a tendering shareholder at another securities company, etc., please provide instructions to that effect.)

(7) Location Where Tender Offer Report is Available

Hitachi, Ltd. (6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo)

Tokyo Stock Exchange, Inc. (2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)

Osaka Securities Exchange Co., Ltd. (8-16, Kitahama 1-chome, Chuo-ku, Osaka)

3. Management Policy and Outlook After Completion of the Tender Offer

The management policy after completion of the Tender Offer is the same as Hitachi's news release on January 14, 2009 titled "Hitachi to Commence Tender Offer for Hitachi Koki Shares."

Hitachi expects that the outcome of the Tender Offer will have negligible impact on the Hitachi's consolidated business results for the fiscal year ending on March 31, 2009.

II. Change in Status of Subsidiary

1. Reason and Method of the Change

As a result of the tender offer, Hitachi Koki will be a consolidated subsidiary of Hitachi.

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3. Number of Shares Purchased, Purchase Price, Ratio to Number of Shares Issued and Share Ownership Prior to and After Purchase

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Notes:

* In addition to the above, Hitachi's subsidiaries own 11,164,334 shares (shareholding ratio to number of shares issued: 9.07%; number of voting rights: 111,642 units) prior to the purchase and 11,126,234 shares (shareholding ratio to number of shares issued: 9.04%; number of voting rights: 111,261 units) after the purchase.

* The calculation of the ratio to number of shares issued above are based on the number of shares issued (123,072,776 shares) as of February 12, 2009 as stated in Hitachi Koki's Quarterly Report for the 3rd quarter of its 87th Business Period as submitted on the same date.

* The figures in the ratio to number of shares issued above are rounded to second decimal places.

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5. Outlook

Hitachi expects that this change of subsidiary will have negligible impact on the Hitachi's consolidated business results for the fiscal year ending on March 31, 2009.

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 which indicate future events and trends may identify "forward-looking statements." Such statements are based on 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:

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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.