Fujitsu Limited (hereinafter referred to as "the Company") announced today that it has resolved at a Board of Directors Meeting held today that effective February 1, 2016, the Company will transfer the businesses concerned with notebook PCs and desktop PCs (hereinafter referred to as the "Relevant Business A") to the newly established Fujitsu Client Computing Limited by company split (hereinafter referred to as the "Company Split A") as well as transfer the mobile phones business (hereinafter referred to as the "Relevant Business B") to the newly established Fujitsu Connected Technologies Limited by Company split (hereinafter referred to as the "Company Split B").
Both Company Split A and Company Split B (hereinafter collectively referred to as "Each Company Split") are simplified incorporation-type company splits conducted solely by the Company, and as such, some items are omitted from disclosure in the following.
With the ongoing commoditization of ubiquitous products, mainly of PCs and smart phones, it has become increasingly difficult to achieve differentiation, and competition with emerging global vendors has intensified.
The Company has resolved to implement Each Company Split in order to clarify management accountability, to enable swift management decisions, and to pursue comprehensive efficiency by creating independent companies for the PC business and the mobile phones business, respectively, and to establish an integrated system covering all aspects of research, development, design, manufacturing, sales, planning, and after-sales services.
Each Company Split satisfies the requisites of a simplified incorporation-type company split, and as such, do not require a resolution at the annual shareholders meeting of the Company.
Date of the Board Resolution: December 24, 2015
Splitting Date (Effective Date): February 1, 2016 (scheduled)
Company Split A
Incorporation-type company split (simplified Incorporation-type company split) in which the Company is a splitting company and newly established Fujitsu Client Computing Limited is a Newly Formed Company A.
Company Split B
Incorporation-type company split (simplified Incorporation-type company split) in which the Company is a splitting company and newly established Fujitsu Connected Technologies Limited is a Newly Formed Company B.
At Each Company Split, both Newly Formed Company A and Newly Formed Company B will issue 8,000 ordinary shares, respectively, and all shares issued shall be allocated to the Company (splitting company).
The Company (splitting company) has no equity warrants or corporate bonds with warrant on issue.
The capital of the Company is not reduced as result of Each Company Split.
Company Split A
Newly Formed Company A will receive the assets, liabilities, contractual status, and other rights and obligations concerned with Relevant Business A deemed necessary to perform such business. (However, labor contracts with employees and associated rights and obligations thereof are excluded.) Further, the transfer of liabilities shall be in the form of non-cumulative taking of obligations.
Company Split B
Newly Formed Company B will receive the assets, liabilities, contractual status, and other rights and obligations concerned with Relevant Business B deemed necessary to perform such business. (However, labor contracts with employees and associated rights and obligations thereof are excluded.) Further, the transfer of liabilities shall be in the form of non-cumulative taking of obligations.
At Each Company Split, the Company considers that the company, Newly Formed Company A and Newly Formed Company B will have no difficulty in fulfilling the debt obligations they undertake.
Company Split A Notebook PC and desktop PC business
Company Split B Mobile phones business
Company Split A Revenue 303.3 billion yen
Company Split B Revenue 157.1 billion yen
After Each Company Split, no change will be made to the Company name, address, name and title of the representative, business, capital and fiscal year end.
The impact of the splits on the Company's consolidated financial results is insignificant.
Fujitsu is the leading Japanese information and communication technology (ICT) company, offering a full range of technology products, solutions, and services. Approximately 159,000 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 4.8 trillion yen (US$40 billion) for the fiscal year ended March 31, 2015. For more information, please see http://www.fujitsu.com.
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: 24 December, 2015
Company: Fujitsu Limited
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