Ad hoc-Mitteilungen

DGAP-Ad hoc: Fujitsu Limited

Ad hoc announcement §15 WpHG 
 
Miscellaneous 
 
Fujitsu Limited: Corporate Spinoff 
 
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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Fujitsu Limited Fujitsu to Spin Off Mainframe Mission-Critical Software Development and Maintenance Divisions Tokyo, September 27, 2007 - Fujitsu Limited announced that, at a meeting of its Board of Directors held today, it has decided to spin off through a simple incorporation-type separation its mainframe mission-critical software development and maintenance divisions into a newly established corporation, Fujitsu Mission Critical Software Limited, as of November 1, 2007. 1. Objectives of the Corporate Spinoff As a basic stance of its medium-term strategic plan, Fujitsu is promoting positive structural reforms throughout the company. This drive aims to create an organizational alignment optimized for customer and market requirements and, by promoting a management approach that assigns greater responsibility and authority in order to accelerate decision-making, to enable the provision of business solutions that better meet the sophisticated needs of customers. In conjunction with this approach, Fujitsu has decided to spin off its mainframe mission-critical software development and maintenance divisions. Since the dawn of the mainframe era, in conjunction with hardware advancements, Fujitsu has leveraged technologies and expertise accumulated over many years to develop and maintain mainframe mission-critical software, which is at the heart of customers' mission-critical systems. There is concern, however, that with the impending retirement of a generation of skilled engineers in Japan - a phenomenon facing both Fujitsu and its customers broadly known as the 'year 2007 problem' - the level of skills and expertise in development and maintenance will decline. In light of this situation, in order to provide customers with stable, long-term support primarily in the development and maintenance of mainframe mission-critical software, Fujitsu has decided to establish a new company that will maintain and pass down its skills and expertise in this field. This new company, Fujitsu Mission Critical Software Limited, will leverage the skills and expertise accumulated by Fujitsu over many years in mainframe systems to provide support in the areas of development and maintenance of mainframe mission-critical software, incident response, operational support for critical infrastructure systems, and services relating to mainframe operations, as well as 'transmigration' support for migration of legacy systems to new IT systems. Moreover, by leveraging its know-how in mission-critical systems, the company will also provide services relating to open standard mission-critical systems. Thus it will create an organization offering enhanced support for customers across the entire life cycle of mission-critical systems. 2. Outline of the Corporate Spinoff (1) Schedule September 27, 2007 Board of Directors Meeting to approve the incorporation-type separation plan November 1, 2007 (scheduled) Registration of incorporation (effective date of the corporate spinoff) This corporate spinoff, 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 Mission Critical Software Limited will be spun off from Fujitsu Limited and newly incorporated as a subsidiary company (Simple Separation). Reason for adopting the above method The business of the newly formed corporation is important to the Fujitsu Group and, from the point of view of the speed of the procedures required, the method adopted is to spin it off into an incorporated subsidiary, making the newly formed company a wholly owned subsidiary of Fujitsu Limited. (3) Allotment of Shares In conjunction with the spinoff, the newly formed company Fujitsu Mission Critical Software Limited will issue 2,000 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 Spinoff There will be no payments made relating to the spinoff. (5) Decrease in Capital Resulting from the Spinoff There will be no decrease in capital resulting from the spinoff. (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 corporation (Fujitsu Mission Critical Software 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 Corporation (the Transferee Company) On the date of the spinoff, Fujitsu Limited will transfer to the newly formed corporation 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 mainframe mission-critical software development and maintenance division. All the employees of the newly formed corporation will be persons seconded from Fujitsu Limited (the transferor company). (8) Ability to Fulfill Obligations Fujitsu believes that, in relation to this spinoff, all debt obligations of Fujitsu Limited and of the newly formed corporation can be fulfilled. (9) Directors and Auditors of the New Company Masayoshi Matsuyoshi Director Akira Yamanaka Director Masayoshi Ushijima Director Satoshi Ieki 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 Percentage of The Master Trust Bank of Japan, Ltd. (for Trust) 7.31% Shares Held (as of March 31, 2007) Japan Trustee Services Bank, Ltd. (for Trust) 4.59% Fuji Electric Holdings Co., Ltd. 4.57% 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 Years 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 (Mainframe mission-critical software development and maintenance divisions) Development, maintenance, and related services for mission-critical software running on mainframe systems. (2) Financial Results of Divisions to be Spun Off (Fiscal 2006) Mainframe Mission-Critical Software Fujitsu Limited (b) Ratio (a / b) Development and Maintenance Divisions (a) Net Sales 3,714 million yen 2,869,204 million yen 0.1% (3) Assets and Liabilities of Divisions to be Spun Off (amounts projected for November 1, 2007) Total assets are 100 million yen, there are no liabilities. 5. Overview of Company to be Newly Established (1) Company Name Fujitsu Mission Critical Software Limited (2) Business Description Development, maintenance, and related services for mission-critical software running on mainframe systems. (3) Date to be Established November 1, 2007 (4) Address 140 Miyamoto, Numazu-shi, Shizuoka (5) Representative Masayoshi Matsuyoshi, President (6) Capital 100 million yen (7) Fiscal Year 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 mainframe mission-critical software development and maintenance divisions to the newly established company through a corporate spinoff, there will be no changes to Fujitsu Limited. (8) Business Impact Because the newly established company will be a wholly owned subsidiary, there will be no impact on consolidated financial results. The impact on unconsolidated financial results is expected to be minor.
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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: http://www.fujitsu.com/
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Press Contacts Fujitsu Limited Public and Investor Relations Inquiries: https://www-s.fujitsu.com/global/news/contacts /inquiries/index.html (c)DGAP 27.09.2007
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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: ir@fujitsu.com Internet: ISIN: JP3818000006 WKN: 855182 Listed: Amtlicher Markt in Frankfurt (General Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service
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