Tokyo, February 17, 2009
Fujitsu Limited today announced that it will split off its optical modules business and merge the business into its wholly owned subsidiary, Fujitsu Optical Components Manufacturing Limited, through a simple absorption-type separation, as of April 1, 2009. By consolidating the development, manufacturing and sales of the optical modules business of the Fujitsu Group into one company, a more accelerated and flexible operational structure will be implemented. As the corporate split 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.
1. Objectives of the Corporate Split
Fujitsu has been considering how best to allocate the management resources of its optical modules 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 split off its optical modules business.
The business environment surrounding the optical modules business has undergone dramatic changes due to the rapid decline in global demand and market prices, as well as the deteriorating business sentiment, resulting in increasingly severe conditions.
Until now, Fujitsu Limited has handled the development and sales of optical modules as well as the production of high-performance modules such as the MSA(1) 10Gbps transponder and LN optical modulators(2) , while Fujitsu Optical Components Manufacturing Limited has been engaged in low-cost production of lower-speed module devices such as ROSA(3)(such as BIDI)(4) within the Fujitsu Group. In order to improve response capabilities to the sudden change in the operating environment and promote further business efficiencies, Fujitsu Limited has decided to split off its optical modules business through a simple absorption-type separation and consolidate it in Fujitsu Optical Components Manufacturing Limited to further enhance the optical modules business of the Fujitsu Group.
In anticipation of a future increase in demand for optical module products in the field of data communications, such as modules for optical transmission equipment as well as for servers and other IT equipment, the new business structure will accelerate the development and manufacturing of high-quality products and offer its customers products that respond to their needs.
2. Outline of the Corporate Split
(1) Schedule
| February 17, 2009 |
Signing of corporate split contract |
| April 1, 2009 (scheduled) |
Scheduled date of corporate split (effective date of corporate split) |
This corporate split, 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).
(2) Method
Fujitsu Limited will be the transferor company and Fujitsu Optical Components Manufacturing Limited will be the successor company (Simple Separation).
(3) Decrease in Capital or Other, Resulting from the Corporate Split
There will be no decrease in capital or other, resulting from the corporate split.
(4) Treatment of Share Purchase Warrants and Bonds with Share Purchase Warrants
Fujitsu Limited (transferor company) has issued share purchase warrants and bonds with share purchase warrants, but these warrants will not be affected by the transfer.
(5) Rights and Obligations Transferred to Successor Company
On the date of the corporate split, Fujitsu Limited will transfer to the successor company all assets, liabilities, and accompanying rights and obligations of Fujitsu Limited's optical modules business. 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 corporate split, all debt obligations of Fujitsu Limited and of the successor company can be fulfilled.
3. Overview of Transferor and Successor Companies
| (as of March 31, 2008) |
| (1) Company Name |
Fujitsu Limited (transferor company) |
Fujitsu Optical Components Manufacturing Limited (successor company) |
| (2) Business Description |
Development, manufacturing, sales and services in the fields of software and services, information processing and telecommunications. |
Design, manufacturing and commissioning of network systems and related components. |
| (3) Date Established |
June 1935 |
October 2007 |
| (4) Address of Headquarters |
4-1-1 Kamikodanaka, Nakahara-ku, Kawasaki-shi, Kanagawa, Japan |
167 Oaza Nishikuroda, Oyama-shi, Tochigi, Japan |
| (5) Representative |
Kuniaki Nozoe, President |
Tsunemi Yamada, President |
| (6) Paid-in Capital |
324,625 million yen |
100 million yen |
| (7) Number of Shares Issued |
2,070,018,213 shares |
4,000 shares |
| (8) Net Assets |
1,130,176 million yen
(consolidated) |
201 million yen |
| (9) Total Assets |
3,821,963 million yen
(consolidated) |
868 million yen |
| (10) Fiscal Year |
April 1 to March 31 |
April 1 to March 31 |
| (11) Major Shareholders and Percentage of Shares (*) |
Fuji Electric
Holdings Co., Ltd. |
4.58% |
Fujitsu Limited (transferor company) |
100% |
The Master Trust
Bank of Japan
(for Trust) |
4.47% |
State Street Bank and
Trust Company |
4.45% |
Japan Trustee
Services Bank, Ltd.
(for Trust) |
4.37% |
Fuji Electric Systems
Co., Ltd. |
3.59% |
Note:
*. as of September 30, 2008
4. Overview of Business Divisions to Be Split Off
(1) Business Description of the Divisions to Be Split Off
All divisions of the optical modules business (manufacturing, product development and sales).
(2) Financial Results of Divisions to Be Split Off (Fiscal 2007)
| |
Optical modules business unit (a) |
Fujitsu Limited (b) |
Ratio (a / b) |
| Net Sales |
19.0 billion yen |
2,979.0 billion yen |
0.6% |
(3) Assets and Liabilities of Divisions to Be Split Off (amounts projected for April 1, 2009)
| Assets |
Liabilities |
| Item |
Book Value (100 million yen) |
Item |
Book Value (100 million yen) |
| Liquid Assets |
17 |
Liquid Liabilities |
- |
| Fixed Assets |
12 |
Fixed Liabilities |
- |
| Total |
29 |
Total |
- |
5. Profile of Fujitsu Limited after the Corporate Split
| (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, Japan |
| (4) Representative |
Kuniaki Nozoe, President |
| (5) Capital |
324,625 million yen |
| (6) Fiscal Year |
April 1 to March 31 |
| (7) Company Status |
Aside from the transfer of the optical modules business to the successor company through a corporate split, 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. |
