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  7. Notice Regarding Conversion of FDK into Consolidated Subsidiary

Fujitsu Limited


Notice Regarding Conversion of FDK into Consolidated Subsidiary


Tokyo, March 27, 2009 — Fujitsu Limited ("Fujitsu") today announced that it has decided to convert FDK Corporation (Securities Code: 6955, "FDK"), currently an equity-method affiliate of Fujitsu, to a consolidated subsidiary from May 1, 2009 (tentative schedule) by subscribing to a private placement to increase FDK's capital.

1. Purpose of Subscription to the Private Placement and Conversion to a Consolidated Subsidiary

In January 2008, FDK announced its medium-term vision, "New Policy and Measures for Growth of the FDK Group," to respond to the changes taking place in the marketplace. In keeping with that vision, FDK undertook reforms to its business structure aimed at promoting the aggressive development of products exploiting the company's strengths in materials technology centered on its core power systems and high frequency devices. The sharp downturn in worldwide economic conditions starting from the second half of fiscal 2008, however, has had a severe impact on the business of the FDK Group. As a result of a large loss recorded in its third quarter, its liabilities now exceed its assets.

Fujitsu, in addition to its transactions with FDK such as the purchase of its products, provides various forms of support to FDK, including lending money to FDK and guaranteeing its loans from financial institutions. Fujitsu, as FDK's major shareholder, creditor, and customer, accordingly believes that, from the standpoint of maintaining Fujitsu's corporate value, it is necessary to eliminate the material adverse effect on FDK's business activities that might occur should its capital deficiency continue.

Until the present time, FDK has been an equity-method affiliate of Fujitsu, based on Fujitsu's ownership of 39.56% of FDK's outstanding shares. As a result of Fujitsu subscribing to this private placement scheduled for May 1, 2009, FDK will become a consolidated subsidiary of Fujitsu.

By becoming a consolidated subsidiary of Fujitsu, FDK will be in a stronger position to successfully implement the structural reforms it announced on February 27, 2009 and attain the targeted expansion of its business. This will contribute to enhancing the corporate value of both FDK and Fujitsu.

2. Method of Implementing the Private Placement

At a meeting of the Board of Directors of FDK held today, its directors approved a resolution to carry out a capital increase through a private placement with Fujitsu, and at a meeting of the Board of Directors of Fujitsu also held today, its directors approved its subscription to the private placement.

・ Number of shares subscribed : common stock 89,430,000 shares
(Fujitsu plans to subscribe to all shares)
・ Subscription price: 123 yen per share
・ Total subscription price: 10,999,890,000 yen

3. Overview of FDK

(1) Corporate name: FDK Corporation
(2) Representative: Toshiharu Sugimoto
(3) Registered address: Hamagomu Bldg., 5-36-11 Shimbashi, Minato-ku, Tokyo 105-8677
(4) Date of establishment: February 1950
(5) Business description: Manufacture and sales of materials, components, batteries and related products for the electronics sector
(6) Fiscal year: April 1 to March 31
(7) No. employees: 9,745 (consolidated, as of December 31, 2008)
(8) Principal locations: Kosai Plant (Kosai City, Shizuoka Prefecture, Japan), Iwaki Plant (Iwaki City, Fukushima Prefecture, Japan), Sanyo Plant (Sanyo-Onoda City, Yamaguchi Prefecture, Japan)
(9) Net assets: -2,533 million yen (as of December 31, 2008)
(10) Total assets: 57,379 million yen (as of December 31, 2008)
(11) Capital: 22,756 million yen (as of December 31, 2008)
(12) Total number of outstanding shares: common stock 128,075,884 shares (as of September 30, 2008)
preferred stock 27,500,000 shares (as of September 30, 2008)
(13) Principal shareholders and shareholding ratios
Prior to the Offering (as of September 30, 2008) Subsequent to the Offering (※)
Fujitsu Limited 39.56% Fujitsu Limited 64.41%
Fuji Electric Holdings Co., Ltd. 2.35% Fuji Electric Holdings Co., Ltd. 1.39%
Japan Trustee Services Bank, Ltd. (for Trust Account 4G) 1.75% Japan Trustee Services Bank, Ltd. (Trust Account 4G) 1.03%
Japan Securities Finance Co., Ltd. 0.69% Japan Securities Finance Co., Ltd. 0.41%
Discretionary Loan Account 0.52% Discretionary Loan Account 0.31%
SBI Securities Co., Ltd. Discretionary Loan Account 0.52% SBI Securities Co., Ltd. Discretionary Loan Account 0.31%
Nomura Securities Co., Ltd. 0.51% Nomura Securities Co., Ltd. 0.30%
Daigo Unso K.K. 0.47% Daigo Unso K.K. 0.28%
Daiwa Securities Co., Ltd. 0.31% Daiwa Securities Co., Ltd. 0.18%
FDK Employee Stock Ownership Association 0.31% FDK Employee Stock Ownership Association 0.18%
Fuji Electric Systems Co., Ltd. 0.30% Fuji Electric Systems Co., Ltd. 0.17%

※ Shareholding ratios computed on the basis of adding the number of shares newly issued to the total number of outstanding shares based on the holdings of the principal shareholders as of September 30, 2008.

(14) Financial results of FDK for the last three fiscal years
(million yen)
Fiscal year Fiscal year ending March 31, 2006 Fiscal year ending March 31, 2007 Fiscal year ending March 31, 2008
Net sales 118,109 121,537 113,668
Operating income 967 1,235 1,909
Ordinary income -524 122 -2,340
Net income -3,326 130 -3,105
Net income per share (yen) -26.00 1.02 -24.28
Dividends per share (yen) - - -
Net assets per share (yen) -36.42 -32.86 -66.22

4. Schedule

March 27, 2009: Basic agreement concerning subscription of FDK shares
April 30, 2009: Application date for subscription to capital increase
May 1, 2009: Payment date for capital increase; FDK becomes a consolidated subsidiary of Fujitsu

5. Financial Outlook

There will be no effect on the financial results of Fujitsu for the fiscal year ending March 31, 2009.

Because the subscription to the private placement is scheduled for May 1, 2009 (tentative), FDK will continue to be treated as an equity-method affiliate for the fiscal year ending March 31, 2009.


About Fujitsu

Fujitsu is a leading provider of IT-based business solutions for the global marketplace. With approximately 160,000 employees supporting customers in 70 countries, Fujitsu combines a worldwide corps of systems and services experts with highly reliable computing and communications products and advanced microelectronics to deliver added value to customers. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5.3 trillion yen (US$53 billion) for the fiscal year ended March 31, 2008. For more information, please see:www.fujitsu.com.


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