Fujitsu Limited ("Fujitsu") and Fujitsu I-Network Systems Limited ("FI-NET") today announced that, in accordance with decisions taken by their respective boards of directors, they have signed an agreement for an exchange of shares, to be executed on August 1, 2005, whereby FI-NET will become a wholly owned subsidiary of Fujitsu.
The exchange offer is expected to be ratified at FI-NET's annual shareholders' meeting scheduled to be held on June 24, 2005. In accordance Section 358 (simple share exchange) of the Commercial Code of Japan, there are no plans to submit the agreement for approval at Fujitsu's annual shareholders' meeting.
Network systems are essential infrastructure for both corporate activities and society as a whole, and with the expansion of application areas accompanying the emergence of the ubiquitous networking era they are becoming increasingly important for customers' business management and society. At the same time, the fusion of IT and network systems is increasing the sophistication and complexity of such systems, and these trends are creating greater demand from customers for solutions that cover the entire lifecycle of their systems, particularly those with network systems at the core.
To strengthen its network solutions business, Fujitsu has already instituted some organizational changes, but to promote further reforms – encompassing its group companies as well – aimed at creating a truly customer-focused organization, it will implement the following measures:
As part of these reforms, to create an unified organizational structure for Fujitsu's network solutions business, expand its service-oriented business, and strengthen new product development efforts, Fujitsu has sought to make FI-NET a wholly owned subsidiary, and the boards of both companies have agreed to this measure.
This move will enable Fujitsu to improve its level of customer service and respond more quickly and appropriately to customer needs in the area of network systems as their businesses undergo rapid change. It also deepens Fujitsu's commitment to a business model based on the convergence of IT and networking, which leverages Fujitsu's strengths and will help raise corporate value.
|May 26, 2005:||Ratification of exchange offer agreement by boards of directors Signing of exchange offer agreement|
|May 27, 2005*:||Exchange offer notification (Fujitsu)|
|June 24, 2005*:||Ratification of exchange offer agreement at FI-NET's annual shareholders' meeting|
|August 1, 2005*:||Date of share transfer|
|2) Share Exchange Ratio|
(Wholly Owned Subsidiary)
|Stock Swap Ratio||1||0.082|
Because the shares allocated by Fujitsu in conjunction with the exchange of shares will be apportioned from its own treasury stock holdings, neither capitalization nor capital reserves will increase. The disposal value of treasury stock will be recognized as treasury stock or other capital surplus.
Press ContactsPublic and Investor Relations
Press ContactsPublic Relations
Company:Fujitsu I-Network Systems Limited
Date: 26 May, 2005
Company: Fujitsu Limited, Fujitsu I-Network Systems Limited, , , ,
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