DGAP-Ad hoc: Fujitsu Limited
Donnerstag, 24.05.2007 19:22 von DGAP
Ad hoc announcement §15 WpHG
Miscellaneous
Fujitsu Limited: Exchange of Shares (FWL)
Ad hoc announcement transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
------------------------------------------------------------------------------
Notice Regarding Fujitsu Wireless Systems Limited
Becoming a Wholly Owned Subsidiary of Fujitsu Limited
through an Exchange of Shares
Tokyo, May 24, 2007 — Fujitsu Limited (TSE-1 Code: 6702; hereafter
'Fujitsu') and Fujitsu Wireless Systems Limited (hereafter ' FWL'), in
accordance with the decisions today by their respective boards of
directors, announced that they have signed a share exchange agreement
through which FWL will become a wholly owned subsidiary of Fujitsu by means
of an exchange of shares (hereafter 'share exchange'). This agreement is
outlined below.
Following approval at FWL's annual shareholders' meeting on June 29, 2007,
the exchange is scheduled to take effect on August 1, 2007. In accordance
with Article 796, Section 3 of the Company Law, Fujitsu does not plan to
seek approval for the share exchange at its annual shareholders' meeting.
1. Objectives for Making FWL a Wholly Owned Subsidiary through Share
Exchange
The wireless networks business is positioned as among the core businesses
of the Fujitsu Group. Fujitsu has established a solid foundation in this
field through an organization in which FWL is responsible for the
manufacturing of digital multiplex wireless equipment, mobile
communications systems equipment, and mobile phones, and Fujitsu has
overall responsibility for wireless and mobile communications-related
business.
Going forward however, as evidenced by the building of next-generation
networks (NGNs), fixed-mobile convergence (FMC) and network distribution of
video media, networking needs are becoming increasingly sophisticated,
transcending the traditional boundaries of optical transmission, wireless,
and switching segments. Even among these trends, with wireless technology
at the core of emerging next-generation networks, and with the advent of
the ubiquitous networking era, wireless technologies are rapidly spreading
throughout many sectors, including societal infrastructure, automobiles,
healthcare, and even in the home, attesting to their growing importance to
the business activities of customers and society as a whole.
In light of this evolving business environment, and in order to
appropriately meet various customer needs in the wireless networking field,
Fujitsu has determined that it is essential to strengthen its operating
structure by consolidating its wireless technology business and enhancing
collaboration between sales and product development, further unifying the
wireless business group.
As part of these organizational reforms, today the boards of directors of
Fujitsu and FWL have decided to make FWL a wholly owned subsidiary of
Fujitsu in order to create a coherent structure encompassing development,
manufacturing, sales and marketing of wireless networking equipment and
mobile communications systems equipment, thereby striving to expand
business revolving around services and enhancing the development of new
products.
Through the steps described here, in addition to improving services for
customers, Fujitsu will be able to respond with greater speed and assurance
to the wireless network system needs of customers arising from their
rapidly changing business environments. Furthermore, these measures will
deepen Fujitsu's wireless network systems business model and improve the
corporate value of the Fujitsu Group.
In considering this share exchange, since Fujitsu holds 73.57% of FWL's
voting shares, to ensure that the share exchange ratio is fair and
appropriate, the two companies held negotiations and deliberations after
each side had received advice on calculating the exchange ratio from an
independent advisor. As a result, a mutually-agreed-upon exchange ratio was
considered and decided at meetings of each company's respective board of
directors.
In order to avoid conflicts of interest, employees of Fujitsu who serve as
directors on FWL's board of directors did not participate in the decision
regarding this share exchange.
2. Outline of the Share Exchange
(1) Schedule of the Share Exchange
May 24, 2007 Board of directors decides upon the share exchange
May 24, 2007 Share exchange agreement signed
Jun. 29, 2007 (tentative) Share exchange approval at annual shareholders'
meeting (FWL only)
Aug. 1, 2007 (tentative) Effective date of the share exchange
Late Sep., 2007 (tentative) Date of share certificate delivery
Note 1: In accordance with Article 796, Section 3 of the Company Law, the
share exchange will occur without Fujitsu seeking approval for the share
exchange at its annual shareholders' meeting.
Note 2: The effective date of the share exchange is subject to change upon
agreement by Fujitsu and FWL.
(2) Share Exchange Ratio
Fujitsu (Parent Company) FWL (Wholly Owned Subsidiary)
Share Exchange Ratio 1 13.36
Note 1: Share Allocation Ratio
For each share of FWL common stock, 13.36 shares of Fujitsu common stock
will be allocated and distributed. However, for the 220,697 shares of FWL
common stock held by Fujitsu, there will be no allocation or distribution.
Note 2: Shares to Be Issued as a Result of the Share Exchange
As a result of the share exchange, 1,059,488 shares of Fujitsu common stock
will be allocated and distributed, but because Fujitsu plans to allocate
shares currently held as treasury stock (2,939,706 shares as of April 30,
2007) or that it subsequently acquires by the effective date of the share
exchange, it is anticipated that no new shares will be issued.
Details on any planned stock repurchases will be announced once they are
confirmed.
(3) Approach to Calculating the Share Exchange Ratio
(3-1) The Basis and Process Used in the Calculation
To ensure that the share exchange ratio used in this share exchange was
fair and appropriate, Fujitsu and FWL each retained the services of CFA
Corporate Finance Corporation (hereafter CFA) as an independent advisor to
calculate the share exchange ratio.
To calculate the value of Fujitsu shares, CFA used Market Share Price
Analysis. To calculate the value of FWL shares, CFA used Market Share Price
Analysis, Adjusted Book Value Analysis, Discounted Cash Flow Analysis
(hereafter 'DCF Analysis'), and Comparable Companies Analysis. In
accordance with these valuation methods, the number of Fujitsu shares to be
allocated per share of FWL was calculated as follows: using Market Share
Price Analysis, between 11.755 shares and 12.410 shares; using DCF
Analysis, between 12.701 shares and 15.438 shares; and using Comparable
Companies Analysis, between 11.876 shares and 13.857 shares. Additionally,
after taking all considerations into account, such as the fact that Fujitsu
holds 73.57% of FWL's voting rights, a final exchange ratio of 12.111
shares to 13.901 shares was calculated and submitted to Fujitsu and FWL.
In applying the average stock price method in the evaluation of Fujitsu,
average stock prices were calculated for the following periods: the
one-month period from April 12, 2007 to May 11, 2007; the three-month
period from February 13, 2007 to May 11, 2007; and the six-month period
from November 13, 2006 to May 11, 2007.
Fujitsu and FWL have discussed and agreed to use Market Share Price
Analysis as the base method for calculations and consider the calculated
share exchange ratios proposed by the independent advisor mentioned above
to be expert analysis and advice. In addition, considering such factors as
capital ties between Fujitsu and FWL, the exchange ratio of previous share
exchanges of a similar nature, and each company's financial condition, and
after negotiations and discussions, the share exchange ratio recorded above
2. (2) was applied and deemed to be in the best interest of each company's
shareholders. At their respective boards of directors meetings held on May
24, 2007, the share exchange ratio for the share exchange was decided upon,
and the two companies executed the share exchange agreement.
The share exchange ratio is subject to change by the mutual agreement of
Fujitsu and FWL if there are any significant changes in the terms and
conditions underlying the calculation of the share exchange ratio.
(3-2) Relationships with Firm Used to Perform the Calculations
CFA is not considered a related party to Fujitsu or FWL.
(4) Treatment of Share Warrants and Bonds with Warrant Attached Issued by
Wholly Owned Subsidiary Involved in a Share Exchange
This issue is not applicable because FWL has not issued any share warrants
or bonds with warrant attached.
3. Summary Information on Companies Exchanging Shares
(As of March 31, 2007)
(1) Trade Name Fujitsu Limited (Consolidated) Fujitsu Wireless Systems
Limited
(Company becoming wholly (Company becoming wholly
owning parent company) owned subsidiary)
(2) Principal
Lines of Development, manufacture, sales Design and manufacture of
Business and service of products in the multiplex wireless
fields of software and services equipment and
information processing manufacture of mobile
telecommunications equipment communication system
and electronic devices equipment, mobile phones
and modules for digital
transmission equipment
(3) Date of June 1935 September, 1955
Incorporation
(4) Registered Head Kawasaki, Kanagawa Kumagaya, Saitama
Office
(5) Representative Hiroaki Kurokawa, President Yoshiaki Suzuki, President
(6) Capitalization 324,625 million yen 150 million yen
(7) Shares Issued 2,070,018,213 shares 300,000 shares
(8) Net Assets 1,160,719 million yen 2,705 million yen
(Consolidated)
(9) Total Assets 3,943,724 million yen 8,646 million yen
(Consolidated)
(10) Fiscal Year-End March 31 March 31
(11) Employees 160,977 281
(Consolidated)
(12) Major Governmental entities, Fujitsu Limited,
Customers telecommunication carriers, Fujitsu Group companies,
manufacturers, distributors, and telecommunication carriers,
financial institutions manufacturers and
distributors
(13) Principal The Master Trust Bank of Fujitsu Limited
Shareholders Japan, Ltd.(Trust Account) 73.57%
and Ownership 7.30%
as of March 31,
2007 Resona Bank, Limited.
Japan Trustee Services Bank, Ltd. 4.00%
(Trust Account)
4.59% Itochu Corporation
3.25%
Fuji Electric Holdings Co., Ltd.
4.50%
Tokyo Electron Limited
3.15%
Mizuho Trust & Banking Co., Ltd.
Retirement Benefit Trust
Kawasaki Kisen Kaisha, Ltd.
(for Fuji Electric Systems Co., Ltd.)
2.98%
2.74%
State Street Bank and Trust
Company 505103
2.09%
(14) Major Banks Japan Bank for International
Saitama Resona Bank, Limited,
Cooperation,
Mizuho Bank, Ltd.
Meiji Yasuda Life Insurance
Company, Mizuho Corporate Bank, Ltd.
(15) Relationship Capital Fujitsu owns
73.57% of FWL's voting rights.
Personnel Two of FWL's directors are
Fujitsu employees.
Between Business 81.0% (12.7 billion yen for the
year ended
the Parties March 31, 2007)of
FWL's revenues
are generated by
business from Fujitsu.
Status FWL is a consolidated subsidiary
of Fujitsu.
(16) Financial Results for the Three Most Recent Fiscal Years
(Consolidated)
Fujitsu Limited
Fujitsu Wireless Systems Limited
(billion yen, except per share data)
(million yen, except per share data)
Fiscal Year Ended March March March March March March
2005 2006 2007 2005 2006 2007
Net Sales 4,762.7 4,791.4 5,100.1 15,352 15,334 15,746
Operating Income 160.1 181.4 182.0 253 732 372
Ordinary Profit 89.0 126.0 147.2 131 681 488
Net Income 31.9 68.5 102.4 77 373 307
Net Income per 15.42 32.83 49.54 257.7 1,243.4 1,023.5
Share
(Yen)
Annual Dividend
per Share 6 6 6 100 100 100
(Yen)
Net Assets per
Share 414.18 443.20 469.02 6,950.30 8,093.75 9,017.27
(Yen)
4. Situation Following Share Exchange
(1) Trade Name Fujitsu Limited
(2) Principal Lines of Development, manufacture, sales and service of
Business products in the fields
of software and services, information
processing, Telecommunications equipment and
electronic devices
(3) Registered Head Kawasaki, Kanagawa
Office
(4) Representative Hiroaki Kurokawa, President
(5) Capitalization 324,625 million yen
(6) Total Assets 3,943,724 million yen
(Consolidated)
(7) Net Assets 1,160,719 million yen
(Consolidated)
(8) Fiscal Year-End March 31
(9) Summary of This transaction is expected to fall under the
category of transaction
with minority shareholders of the entity under
common control. Goodwill
Accounting is expected to be generated in
conjunction with this transaction.
Although the amount of the goodwill has not yet
been determined, it is
Procedure estimated to be small.
(10) Impact on As FWL is already a consolidated subsidiary of
Fujitsu, the share
Financial exchange is expected to have negligible effect on
both consolidated and
Results unconsolidated operating results for the year
ended March 31, 2008.
About Fujitsu
Fujitsu is a leading provider of customer-focused IT and communications
solutions for the global marketplace. Pace-setting device technologies,
highly reliable computing and communications products, and a worldwide
corps of systems and services experts uniquely position Fujitsu to deliver
comprehensive solutions that open up infinite possibilities for its
customers' success.
Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated
revenues of 5.1 trillion yen (US$43.2 billion) for the fiscal year ended
March 31, 2007. For more information, please see: www.fujitsu.com
--------------------------------------------------------------------------
------
Press Contacts
Fujitsu Limited
Public and Investor Relations
Inquiries:
https://www-s.fujitsu.com/global/news/contacts/inquiries/index.html
Fujitsu Wireless Systems Limited
Management Division, General Affairs Department
Inquiries: info@fwl.fujitsu.com
(c)DGAP 24.05.2007
---------------------------------------------------------------------------
Language: English
Issuer: Fujitsu Limited
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
www:
ISIN: JP3818000006
WKN: 855182
Indices:
Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr
in Berlin-Bremen, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
---------------------------------------------------------------------------