Ad hoc announcement §15 WpHG Miscellaneous Fujitsu to Spin Off Shared Technology and Design Divisions Ad hoc announcement transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
Fujitsu to Spin Off Shared Technology and Design Divisions Tokyo, August 27, 2007 - Fujitsu Limited announced that, at a meeting of its Board of Directors held today, based on Article 370 of the Company Law, it has decided to spin off, through simple incorporation-type separations, its shared technology and design divisions and convert them, as of October 1, 2007, into two newly established corporations, Fujitsu Advanced Technologies Limited and Fujitsu Design Limited. 1. Objectives of the Corporate Spinoffs As a new approach it is proposing to its customers, Fujitsu is promoting the concept of Field Innovation, which aims to foster innovation in the realms of business, individual lifestyles, and society at large by continually improving processes and IT while emphasizing the central role played by people. To advance this effort, it is essential to make greater use of people's knowledge and, as a concrete initiative in this regard, Fujitsu is making its broad operational expertise and experience available to customers through the provision of business process outsourcing (BPO) services. Now, in conjunction with this approach, Fujitsu is separating into independent subsidiaries its shared technology and design divisions. When formed into an independent company, Fujitsu's shared technology divisions will utilize technology and expertise developed over many years to offer contract development and design and technology consulting services not only to Fujitsu Group companies but also to customers who manufacture electronic devices and equipment. In recent years, servers, storage systems and networking equipment have achieved ever-higher levels of speed and capacity, as well as greater energy efficiency and low-noise operation. Similarly, PCs and mobile phones have achieved great strides in miniaturization and multi-functionality. Product development cycles in these areas are now shorter than ever before. Building on a base of comprehensive manufacturing expertise, Fujitsu's shared technology divisions possess LSI design, high-speed signal processing and other circuit technologies; micro-assembly, component mounting, cooling and other packaging technologies; component technologies, including evaluation technologies for assessing the functionality and characteristics of components in terms of compatibility with product attributes; and, in the design stage, IT-based simulation technologies and operating environments for pre-testing performance, quality, ease of assembly and maintenance. As a new company spun off from Fujitsu's shared technology divisions, Fujitsu Advanced Technologies Limited will be in a position to provide customers with a unique level of service, as outlined above, combining the technologies and expertise developed over many years in manufacturing innovation and technical computing. These strengths will enable the company to meet a wide variety of customer needs in developing cutting-edge technologies and generating greater efficiencies in the development process. Utilizing the expertise that Fujitsu's design divisions have developed in areas ranging from consumer products to industrial products and for design functions including broad-based product and function design, user interface design, office and retail space design, the new independent design company will offer consulting in IT industrial design and universal design to Fujitsu Group companies as well as a broad range of outside customers. In recent years it has become increasingly difficult to differentiate on the basis of product function alone; such qualities as attractiveness, ease of use and ease of understanding are also required, thus increasing the importance of design. In the software and solutions businesses, as well, more attention is being paid to graphical user interface (GUI) design. With the implementation of such concepts as universal design, which aims for the creation of an IT society in which everyone can participate, a paradigm shift in the approach to design is occurring throughout the IT industry. As a new company spun off from Fujitsu's design divisions, Fujitsu Design Limited will leverage technology and expertise developed over many years in design and manufacturing innovation to provide to the design consulting that customers require for IT-related hardware and software. 2. Outline of the Corporate Spinoffs (1) Schedule August 27, 2007 Board of Directors Meeting to approve the incorporation-type separation plan October 1, 2007 (scheduled) Registration of incorporation (effective date of the corporate spinoffs) These corporate spinoffs, pursuant to Article 805 of the Company Law, will be executed without the requirement of the approval of a General Meeting of the Shareholders as stipulated under Article 804 (1) of the Company Law. (Simple Incorporation-Type Separations) (2) Method Fujitsu Advanced Technologies Limited and Fujitsu Design Limited will be spun off from Fujitsu Limited and newly incorporated as subsidiary companies (Simple Separation). Reason for adopting the above method The businesses of the newly formed corporations are important to the Fujitsu Group and, from the point of view of the speed of the procedures required, the method adopted is to spin them off into incorporated subsidiaries, making the newly formed companies wholly owned subsidiaries of Fujitsu Limited. (3) Allotment of Shares (a) In conjunction with the spinoff, the newly formed company Fujitsu Advanced Technologies Limited will issue 2,000 shares of common stock, all of which shall be allotted to Fujitsu Limited (the transferor company). (b) In conjunction with the spinoff, the newly formed company Fujitsu Design Limited will issue 400 shares of common stock, all of which shall be allotted to Fujitsu Limited (the transferor company). (4) Payments to be Made in Connection with the Spinoffs There will be no payments made relating to the spinoffs. (5) Decrease in Capital Resulting from the Spinoffs There will be no decrease in capital resulting from the spinoffs. (6) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants Fujitsu Limited (the transferor company) will not transfer to nor have the newly formed corporations (Fujitsu Advanced Technologies Limited and Fujitsu Design Limited) assume its obligations relating to its share purchase warrants and bonds with share purchase warrants. (7) The Rights and Obligations Transferred to the Newly Formed Corporations (the Transferee Companies) On the date of the spinoffs, Fujitsu Limited will transfer to the newly formed corporations all assets, liabilities, and accompanying rights and obligations (excluding, however, real estate, patents and industrial rights, and software licenses that cannot be transferred) of Fujitsu Limited's shared technology and design divisions. All the employees of the newly formed corporations will be persons seconded from Fujitsu Limited (the transferor company). (8) Ability to Fulfill Obligations Fujitsu believes that, in relation to these spinoffs, all debt obligations of Fujitsu Limited and of the newly formed corporations can be fulfilled. (9) Directors and Auditors of the New Companies (a) Fujitsu Advanced Technologies Limited Michinobu Ohata Director Junichi Murashima Director Terumi Chikama Director Tatsuo Tomita Director Masami Yamamoto Director Toshiaki Mase Director Toru Ishikawa Statutory Auditor (b) Fujitsu Design Limited Kimitaka Kato Director Junichi Murashima Director Tatsuo Tomita Director Masami Yamamoto Director Keiko Nakayama Director Toru Ishikawa Statutory Auditor 3. Overview of Transferor Company (As of March 31, 2007) (1) Company Name Fujitsu Limited (transferor company) (2) Business Description Development, manufacture, sales and services in the fields of software and services, information processing, telecommunications, and electronic devices. (3) Date Established June 1935 (4) Address of Headquarters 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa (5) Representative Hiroaki Kurokawa, President (6) Paid-in Capital 324,625 million yen (7) Number of Shares Issued 2,070,018,213 shares (8) Net Assets (consolidated) 1,160,719 million yen (9) Total Assets (consolidated) 3,943,724 million yen (10) Fiscal Year April 1 to March 31 (11) Major Shareholders and The Master Trust Bank of Japan, Ltd. (for Trust) 7.31% Percentage of Shares Held Japan Trustee Services Bank, Ltd. (for Trust) 4.59% Fuji Electric Holdings Co., Ltd. 4.57% (as of March 31, 2007) Fuji Electric Systems Co., Ltd. 3.14% State Street Bank and Trust Company 505103 2.09% (12) Transferor Company Financial Results (Consolidated) for the Latest 3 Fiscal Year Fujitsu Limited Fiscal Year Fiscal 2004 Fiscal 2005 Fiscal 2006 Net Sales (yen billions) 4,762.7 4,791.4 5,100.1 Operating Income (yen billions) 160.1 181.4 182.0 Net Income (yen billions) 31.9 68.5 102.4 Net Income per Share (yen) 15.42 32.83 49.54 Annual Dividend per Share (yen) 6.00 6.00 6.00 Net Assets per Share (yen) 414.18 443.20 469.02 4. Overview of Business Divisions to be Spun Off (1) Business Description of the Divisions to be Spun Off (a) Shared technology divisions Development, design, and manufacturing of electronic equipment and related consulting services, as well as the development and provision of development and manufacturing environments. (b) Design divisions Development, surveys, and research of product, system, visual, and communications designs, and the provision of design consulting services. (2) Financial Results of Divisions to be Spun Off (Fiscal 2006) Shared Technology Fujitsu Limited (b) Ratio (a / b) Divisions(a) Net Sales - million yen 2,869,204 million yen - million yen Design Divisions (a) Fujitsu Limited (b) Ratio (a / b) Net Sales - million yen 2,869,204 million yen - million yen The shared technology and design divisions contribute their expertise to a variety of Fujitsu products, and their expenses are included in either cost of sales or selling, general, and administrative expenses, but because they do not directly sell to outside customers, they have no sales. (3) Assets and Liabilities of Divisions to be Spun Off (amounts projected for October 1, 2007) (a) Shared technology divisions Assets Liabilities Category book value (yen millions) Category book value (yen millions) Current Assets 0 Non-current Assets 200 Total 200 Total 0 (b) Design Divisions Assets Liabilities Category book value (yen millions) Category book value (yen millions) Current Assets 0 Non-current Assets 40 Total 40 Total 0 5. Overview of New Companies to be Newly Established (1) Company Name Fujitsu Advanced Fujitsu Design Limited Technologies Limited (2) Business Design, development, Provision of contract dscription manufacturing, sales and service design planning, of electronic equipment. implementation, and Development and provision of management; provision development and manufacturing of design development environments, as well as related and consulting services consulting sevices. for product, system, visual and communications design; design surveys and research (3) Date to be October 1, 2007 October 1, 2007 Established (4) Address 4-1-1 Kamikodanaka, Nakahara-ku, 4-1-1 Kamikodanaka, Kawasaki-shi, Kanagawa Nakahara-ku, Kawasaki-shi, Kanagawa (5) Representative Michinobu Ohata, President Kimitaka Kato, President (6) Capital 100 million yen 20 million yen (7) Fiscal Year April 1 to March 31 April 1 to March 31 6. Profile of Fujitsu Limited after the Spinoff (1) Company Name Fujitsu Limited (2) Business Description Development, manufacture, sales and services in the fields of software and services, information processing, telecommunications, and electronic devices. (3) Address of Headquarters 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki- shi, Kanagawa (4) Representative Hiroaki Kurokawa, President (5) Capital 324,625 million yen (6) Fiscal Year April 1 to March 31 (7) Company Status As stated above, aside from the transfer of the business of the shared technology and design divisions to the newly established companies through corporate spinoffs, there will be no changes to Fujitsu Limited. (8) Business Impact Because the newly established companies will be wholly owned subsidiaries, there will be no impact on consolidated financial results. The impact on unconsolidated financial results is expected to be minor. 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
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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: firstname.lastname@example.org Internet: ISIN: JP3818000006 WKN: 855182 Indices: Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service