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  6. Fujitsu to Spin Off its Access Network Development Business as a Wholly Owned Subsidiary

Fujitsu to Spin Off its Access Network Development Business as a Wholly Owned Subsidiary

Fujitsu Limited

Tokyo, June 21, 2012

Fujitsu announced today that it has decided to spin off its access network development business focusing on modems for mobile phones into a newly established company, Access Network Technology Limited, as of August 1, 2012. The decision was made at a meeting of its Board of Directors held today. The spinoff, to be conducted by Fujitsu Limited as an entirely independent action, will be achieved through a simple incorporation-type separation, and therefore certain details have been omitted from this disclosure.

1. Objectives of the Corporate Spinoff

With advances in ubiquitous networking and cloud computing, the ICT market is shifting toward networks as the pillar of society's infrastructure. Particularly as mobile phones and tablets become the primary front-end interfaces with the network, wireless technologies are becoming increasingly important and diverse. As a result of the rapid growth of the smartphone market and the expanding volume of data traffic, further network advancements have become essential. It is expected that the LTE standard will be widely adopted and that there will be a shift toward 5G networks. In this context, there is increasing demand for products relating to mobile phones and base stations, and the importance of wireless technologies—an area in which Fujitsu has extensive experience—is growing.

In light of these trends, and to enable Fujitsu to deliver the wireless technologies customers need in global markets, the company has decided to spin off through a simple incorporation-type separation its access network development business into a newly established company.

While considering a variety of possibilities, including alliances with other companies to expand the scale of the business, the new company will broadly provide powerful wireless technologies, and Fujitsu will offer competitive products in global markets.

2. Outline of the Corporate Spinoff

(1) Schedule

June 21, 2012 : Resolution by Board of Directors approving the spinoff
August 1, 2012 (scheduled) : Scheduled date of the corporate spinoff (effective date)

This corporate spinoff, pursuant to Article 805 of the Companies Act, will be executed without the approval of a General Meeting of the Shareholders. (Simple Incorporation-Type Separations)

(2) Method

Following a simple incorporation-type separation from Fujitsu Limited, a newly incorporated subsidiary company will be established.

(3) Allotment of Shares

The company newly established with the spinoff will issue 2,112 shares of common stock, all of which shall be allotted to Fujitsu Limited (the transferor company).

(4) Decrease in Capital Resulting from the Spinoff

There will be no decrease in capital resulting from the spinoff.

(5) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants

Fujitsu Limited (Transferor Company) has not issued share purchase warrants and bonds with share purchase warrants.

(6) The Rights and Obligations Transferred to the Newly Established Company

In spinning off the new company, Fujitsu Limited will transfer all assets, liabilities, and contracts, and all accompanying rights and obligations deemed necessary to concentrate all its efforts on the access network development business focusing on modems for mobile phones. The employment contracts of the employees, as well as the rights and obligations stipulated by these employment contracts, will not be subject to the transfer.

(7) Ability to Fulfill Obligations

From the effective date, Fujitsu Limited believes that all debt obligations of Fujitsu Limited and of the newly established company can be fulfilled without problems.

3. Overview of the Company Spinoff

Overview of the Company Spinoff
  Transferor Company
(As of March 31, 2012)
Newly Established Company
(At the Time of Establishment (Scheduled))
(1) Company Name Fujitsu Limited Access Network Technology Limited
(2) Business Description Development, manufacturing, sales and services in the fields of software and services, information processing and telecommunications Access network development business focusing on modems for mobile phones, equipment design, and manufacturing
(3) Date Established June 1935 August 2012 (Scheduled)
(4) Address of Headquarters 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa 3-2-1 Sakado, Takatsu-ku, Kawasaki-shi, Kanagawa
(5) Representative Masami Yamamoto, President Minoru Sakata, President
(6) Capital 324,625 million yen 52.8 million yen
(7) Number of Shares Issued 2,070,018,213 shares 2,112 shares
(8) Net Assets 966,598 million yen (consolidated) 105.6 million yen (planned)
(9) Total Assets 2,945,507 million yen (consolidated) 210 million yen (planned)
(10) Fiscal Year-End March 31 March 31
(11) Major Shareholders and Percentage of Shares Held Fuji Electric Co., Ltd. 10.38% Fujitsu Limited (Transferor Company) 100%
State Street Bank and Trust Company 5.08%
The Master Trust Bank of Japan, Ltd. (for trust) 4.59%
Japan Trustee Services Bank, Ltd. (for trust) 4.33%
Fujitsu Employee Shareholding Association 2.24%
(12) Transferor Company Consolidated Financial Results for the Latest Three Fiscal Years
  Fujitsu Limited
Fiscal Year Fiscal 2009 Fiscal 2010 Fiscal 2011
Net Sales (billions of yen) 4,679.5 4,528.4 4,467.5
Operating Income (billions of yen) 94.3 132.5 105.3
Net Income (billions of yen) 93 55 42.7
Net Income per Share (yen) 45.21 26.62 20.64
Annual Dividend per Share (yen) 8.00 10.00 10.00
Net Assets per Share (yen) 386.79 396.81 406.42

4. Overview of Business Division to be Spun Off

(1) Business Description of the Division to be Spun Off

Access network development business focusing on modems for mobile phones

(2) Financial Results of Division to be Spun Off (Results from Fiscal 2011)

Financial Results of Division to be Spun Off (Results from Fiscal 2011)
  Business Division to be Spun Off (a) Fujitsu Limited (b) Ratio (a/b)
Net Sales - billion yen 2,124.2 billion yen - %

*No sales recorded as the access network development business focusing on modems for mobile phones is currently in the R&D phase.

(3) Assets and Liabilities of Division to be Spun Off (amounts projected for August 1, 2012)

Assets and Liabilities of Division to be Spun Off (amounts projected for August 1, 2012)
Assets Liabilities
Category Book Value Category Book Value
Current Assets 10 million yen Current Liabilities 104 million yen
Non-current Assets 200 million yen Non-current Liabilities - million yen
Total 210 million yen Total 104 million yen

5. Profile of Fujitsu Limited after the Spinoff

Profile of Fujitsu Limited after the Spinoff
(1) Company Name Fujitsu Limited
(2) Business Description Development, manufacturing, sales and services in the fields of software and services, information processing and telecommunications.
(3) Address of Headquarters 4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa
(4) Representative Masami Yamamoto, President
(5) Capital 324,625 million yen
(6) Fiscal Year-End March 31
(7) Company Status Aside from the transfer of the access network development business, with a focus on modems for mobile phones, 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 non-consolidated financial results is expected to be minor.


About Fujitsu

Fujitsu is the leading Japanese information and communication technology (ICT) company offering a full range of technology products, solutions and services. Over 170,000 Fujitsu people support customers in more than 100 countries. We use our experience and the power of ICT to shape the future of society with our customers. Fujitsu Limited (TSE:6702) reported consolidated revenues of 4.5 trillion yen (US$54 billion) for the fiscal year ended March 31, 2012. For more information, please see http://www.fujitsu.com.

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All 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.

Date: 21 June, 2012
City: Tokyo
Company: Fujitsu Limited