Fujitsu Limited announced today that it will spin off, through a simple absorption-type separation, its photonics manufacturing division and photonics product development division for the Japanese market and transfer the divisions to its wholly owned subsidiary, Fujitsu Access Limited, as of July 1, 2008. The decision was made at a meeting of the Board of Directors today.
Since the spinoff is a simple separation in which the successor company is a wholly owned subsidiary of Fujitsu, the items for disclosure have been simplified to the following.
Fujitsu has been considering how best to allocate the management resources of its photonics business in order to further accelerate product development and promote manufacturing innovation, product quality and greater efficiency in its business operations. In conjunction with this, the company has decided to spin off its photonics manufacturing and Japan photonics product development divisions.
Capitalizing on the technology and know-how it has accumulated over many years, Fujitsu has developed a globally competitive photonics business. In recent years, however, product develop cycles have become shorter as a result of growing demand for higher-speed, higher-capacity, multifunctional solutions, and the market environment is becoming increasingly challenging. Particularly with regard to the Japanese market, customers are demanding more diverse and sophisticated products, and competition is intensifying in regard to carriers' deployment plans for next-generation networks. Up to now, the Fujitsu Group has developed these businesses by dividing responsibility, with Fujitsu Limited responsible for backbone networks and Fujitsu Access responsible for access networks. As the market has evolved, however, the boundary between backbone and access networks has become increasingly blurred. Believing that it was essential to combine the technological and manufacturing know-how of Fujitsu and Fujitsu Access into a more unified structure, Fujitsu announced on April 28, 2008 its plan to merge its photonics manufacturing division and Japan photonics product development division with the photonics business of Fujitsu Access.
At today's Board of Directors Meeting, upon careful consideration, it was formally decided to spin off and merge Fujitsu Limited's photonics manufacturing division and Japan photonics product development division into Fujitsu Access through a simple absorption-type separation and to change the name of Fujitsu Access to Fujitsu Telecom Networks Limited at the same time.
By establishing through this spinoff a flexible business structure for the Fujitsu Group's photonics business that encompasses development through manufacturing, Fujitsu will accelerate the development and manufacturing of high-quality products and offer its customers products that respond to their needs.
|May 12, 2008||Board of Directors meeting to approve spinoff contract|
|May 12, 2008||Signing of spinoff agreement|
|July 1, 2008 (scheduled)||Scheduled date of spinoff (effective date of spinoff)|
This corporate spinoff, pursuant to Article 784 (3) of the Corporate Law, will be executed without the requirement of the approval of a General Meeting of the Shareholders as stipulated under Article 783 (1) of the Corporate Law. (Simple Absorption-type Separations).
Fujitsu Limited will be the transferor company and Fujitsu Access Limited will be the successor company (Simple Separation).
(3) Decrease in Capital, etc. Resulting from the Spinoff
There will be no decrease in capital, etc. resulting from the spinoff.
(4) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants
Fujitsu Limited (the transferor company) has issued share purchase warrants and bonds with share purchase warrants, but these warrants will not be affected by the transfer.
(5) The Rights and Obligations Transferred to Successor Company
On the date of the spinoff, Fujitsu Limited will transfer to the successor company all assets, liabilities, and accompanying rights and obligations of Fujitsu Limited's photonics manufacturing division and photonics product development division for the Japanese market. The employment contracts of the employees in the transferred divisions will not be subject to the transfer.
(6) Ability to Fulfill Obligations
Fujitsu believes that, in relation to this spinoff, all debt obligations of Fujitsu Limited and of the successor company can be fulfilled.
(As of March 31, 2007)
|(1) Company Name||Fujitsu Limited (transferor company)||Fujitsu Access Limited (successor company)|
|(2) Business description||Development, manufacture, sales and services in the fields of software and services, information processing, telecommunications, and electronic devices.||Development, manufacture and sales of communications equipment and services|
|(3) Date established||June 1935||March 1935|
|(4) Address of Headquarters||4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa, Japan||1-17-3 Sakado, Takatsu-ku, Kawasaki-shi, Kanagawa, Japan|
|(5) Representative||Hiroaki Kurokawa, President||Takashi Nakamura, President (*)|
|(6) Paid-in capital||324,625 million yen||6,691 million yen|
|(7) Number of shares issued||2,070,018,213 shares||26,776,968 shares|
|(8) Net assets (consolidated)||1,160,719 million yen||17,302 million yen|
|(9) Total assets (consolidated)||3,943,724 million yen||27,756 million yen|
|(10) Fiscal year||April 1 to March 31||April 1 to March 31|
|(11) Major shareholders and percentage of shares (*)||State Street Bank and Trust Company||6.54%||Fujitsu Limited (transferor company)||100%|
|The Master Trust Bank of Japan (for Trust)||4.97%|
|Fuji Electric Holdings Co., Ltd.||4.57%|
|Japan Trustee Services Bank, Ltd. (for Trust)||4.22%|
|Fuji Electric Systems Co., Ltd.||2.95%|
* As of March 31, 2008
(1) Business Description of the Divisions to Be Spun Off
Photonics manufacturing division and photonics product development division for the Japanese market.
(2) Financial Results of Divisions to Be Spun Off (Fiscal 2006)
|Photonics systems development,
manufacturing and sales operations
for the Japanese market (a)
(a / b)
|Net Sales||43.1 billion yen||2,869.2 billion yen||1.5%|
(3) Assets and Liabilities of Divisions to Be Spun Off (amounts projected for July 1, 2008)
(100 million yen)
(100 million yen)
|Liquid Assets||55||Liquid Liabilities||-|
|Fixed Assets||6||Fixed Liabilities||-|
|(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, Japan|
|(4) Representative||Kuniaki Nozoe, President (scheduled management change)|
|(5) Capital||324,625 million yen|
|(6) Fiscal Year||April 1 to March 31|
|(7) Company Status||Aside from the transfer of the photonics systems development, manufacturing and sales operations for the Japanese market divisions to the successor company through a corporate spinoff, there will be no changes to Fujitsu Limited.|
|(8) Business Impact||Because the successor 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.|
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.
Company and product names referenced 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: 12 May, 2008
Company: Fujitsu Limited, , , , ,