Ad hoc: Fujitsu Limited
Freitag, 27.03.2009 09:14 von DGAP
Ad hoc announcement §15 WpHG
Miscellaneous
: Conversion of FDK into Consolidated Subsidiary
Ad hoc announcement transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Notice Regarding Conversion of FDK into Consolidated Subsidiary
Tokyo, March 27, 2009 - ('Fujitsu') today announced that it
has decided to convert FDK Corporation (Securities Code: 6955, 'FDK'),
currently an equity-method affiliate of Fujitsu, to a consolidated
subsidiary from May 1, 2009 (tentative schedule) by subscribing to a
private placement to increase FDK's capital.
1. Purpose of Subscription to the Private Placement and Conversion to a
Consolidated Subsidiary
In January 2008, FDK announced its medium-term vision, 'New Policy and
Measures for Growth of the FDK Group,' to respond to the changes taking
place in the marketplace. In keeping with that vision, FDK undertook
reforms to its business structure aimed at promoting the aggressive
development of products exploiting the company's strengths in materials
technology centered on its core power systems and high frequency devices.
The sharp downturn in worldwide economic conditions starting from the
second half of fiscal 2008, however, has had a severe impact on the
business of the FDK Group. As a result of a large loss recorded in its
third quarter, its liabilities now exceed its assets.
Fujitsu, in addition to its transactions with FDK such as the purchase of
its products, provides various forms of support to FDK, including lending
money to FDK and guaranteeing its loans from financial institutions.
Fujitsu, as FDK's major shareholder, creditor, and customer, accordingly
believes that, from the standpoint of maintaining Fujitsu's corporate
value, it is necessary to eliminate the material adverse effect on FDK's
business activities that might occur should its capital deficiency
continue.
Until the present time, FDK has been an equity-method affiliate of Fujitsu,
based on Fujitsu's ownership of 39.56% of FDK's outstanding shares. As a
result of Fujitsu subscribing to this private placement scheduled for May
1, 2009, FDK will become a consolidated subsidiary of Fujitsu.
By becoming a consolidated subsidiary of Fujitsu, FDK will be in a stronger
position to successfully implement the structural reforms it announced on
February 27, 2009 and attain the targeted expansion of its business. This
will contribute to enhancing the corporate value of both FDK and Fujitsu.
2. Method of Implementing the Private Placement
At a meeting of the Board of Directors of FDK held today, its directors
approved a resolution to carry out a capital increase through a private
placement with Fujitsu, and at a meeting of the Board of Directors of
Fujitsu also held today, its directors approved its subscription to the
private placement.
-Number of shares subscribed : common stock 89,430,000 shares
(Fujitsu plans to subscribe to all shares)
-Subscription price: 123 yen per share
-Total subscription price: 10,999,890,000 yen
3. Overview of FDK
(1) Corporate name: FDK Corporation
(2) Representative: Toshiharu Sugimoto
(3) Registered address: Hamagomu Bldg.,
5-36-11 Shimbashi, Minato-ku, Tokyo 105-8677
(4) Date of establishment: February 1950
(5) Business description: Manufacture and sales of materials,
components, batteries and related products for the electronics sector
(6) Fiscal year: April 1 to March 31
(7) No. employees: 9,745 (consolidated, as of December 31,
2008)
(8) Principal locations: Kosai Plant (Kosai City, Shizuoka
Prefecture, Japan),
Iwaki Plant (Iwaki City, Fukushima Prefecture, Japan),
Sanyo Plant (Sanyo-Onoda City, Yamaguchi Prefecture, Japan)
(9) Net assets: 2,533 million yen (as of December 31, 2008)
(10) Total assets: 57,379 million yen (as of December 31, 2008)
(11) Capital: 22,756 million yen (as of December 31, 2008)
(12) Total number of outstanding shares: common stock 128,075,884 shares
(as of September 30, 2008)
preferred stock 27,500,000 shares (as of September 30, 2008)
(13) Principal shareholders and shareholding ratios
Prior to the Offering (as of September 30, 2008) Subsequent to the Offering
(※)
39.56%Fuji
Electric Holdings Co., Ltd. 2.35%Japan Trustee Services
Bank, Ltd. (for Trust Account 4G)
1.75%Japan Securities Finance Co., Ltd. 0.69%SBI Securities
Co., Ltd. Discretionary Loan Account 0.52% Nomura
Securities Co., Ltd. 0.51% Daigo Unso K.K.
0.47%Daiwa Securities Co., Ltd. 0.31%FDK
Employee Stock Ownership Association
0.31%Fuji Electric Systems Co., Ltd. 0.30% Fujitsu
Limited 64.41%Fuji Electric
Holdings Co., Ltd. 1.39%Japan Trustee Services Bank, Ltd.
(Trust Account 4G) 1.03%Japan Securities
Finance Co., Ltd. 0.41%SBI Securities Co., Ltd. Discretionary
Loan Account 0.31%Nomura Securities Co., Ltd.
0.30%Daigo Unso K.K. 0.28%Daiwa
Securities Co., Ltd. 0.18%FDK Employee Stock
Ownership Association
0.18%Fuji Electric Systems Co., Ltd. 0.17%
- Shareholding ratios computed on the basis of adding the number of
shares newly issued to the total number of outstanding shares based on the
holdings of the principal shareholders as of September 30, 2008.
(14) Financial results of FDK for the last three fiscal years
(million yen)
Fiscal year Fiscal year ending Fiscal year ending Fiscal year ending
March 31, 2006 March 31, 2007 March 31, 2008
Net sales 118,109 121,537 113,668
Operating 967 1,235 1,909
income
Ordinary -524 122 -2,340
income
Net income -3,326 130 -3,105
Net income per -26.00 1.02 -24.28
share (yen)
Dividends per - - -
share (yen)
Net assets per -36.42 -32.86 -66.22
share (yen)
4. Schedule
March 27, 2009: Basic agreement concerning
subscription of FDK shares
April 30, 2009: Application date for subscription to
capital increase
May 1, 2009: Payment date for capital increase;
FDK becomes a consolidated subsidiary of Fujitsu
5. Financial Outlook
There will be no effect on the financial results of Fujitsu for the fiscal
year ending March 31, 2009.
Because the subscription to the private placement is scheduled for May 1,
2009 (tentative), FDK will continue to be treated as an equity-method
affiliate for the fiscal year ending March 31, 2009.
Press Contact:
Public and Investor Relations Division
Inquiries:
https://www-s.fujitsu.com/global/news/contacts/inquiries/index.html
About Fujitsu
Fujitsu is a leading provider of IT-based business solutions for the global
marketplace. With approximately 160,000 employees supporting customers in
70 countries, Fujitsu combines a worldwide corps of systems and services
experts with highly reliable computing and communications products and
advanced microelectronics to deliver added value to customers.
Headquartered in Tokyo, (TSE:6702) reported consolidated
revenues of 5.3 trillion yen (US$53 billion) for the fiscal year ended
March 31, 2008. For more information, please see: www.fujitsu.com.
All other company or product names mentioned herein are trademarks or
registered trademarks of their respective owners. Information provided in
this press release is accurate at time of publication and is subject to
change without advance notice.
(c)DGAP 27.03.2009
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Language: English
Issuer:
Shiodome City Center, 1-5-2 Higashi-Shimbashi,
Minato-ku, Tokyo 105-7123
Japan
Phone: +81 (0) 3-6252-2176
Fax: +81 (0) 3-6252-2783
E-mail: ir@fujitsu.com
Internet:
ISIN: JP3818000006, DE0008632639
WKN: 855182, 863263
Listed: Regulierter Markt in Frankfurt (General Standard);
Freiverkehr in Berlin, Stuttgart, München, Hamburg,
Düsseldorf
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