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  7. Fujitsu to Sell Microcontroller and Analog Device Business to Spansion

Fujitsu to Sell Microcontroller and Analog Device Business to Spansion

Fujitsu Limited

Tokyo, April 30, 2013

Fujitsu Limited today announced that, Fujitsu Semiconductor Limited (FSL), at FSL's board of directors meeting held today, has decided to enter into a definitive agreement to sell its microcontroller and analog business to California-based Spansion LLC and affiliates (Spansion). Fujitsu, at its own board of directors meeting today, has also approved FSL's decision.

1. Background

In accordance with the restructuring and new direction of Fujitsu's semiconductor business announced on February 7, 2013, Fujitsu and FSL have considered an entire range of possibilities with respect to FSL's microcontroller and analog business, with the aim of offering a stable supply of products to customers and enabling the business to develop. As a result of this process, they have decided that their best option is to sell the business to Spansion, which is a leading designer, manufacturer and developer of Flash memory semiconductors, and they have now entered into a definitive agreement to do so.

2. Overview of the business transfer

In accordance with the agreement concluded, FSL's microcontroller and analog business in Japan, together with the microcontroller and analog business in Japan operated by Fujitsu VLSI Limited and Fujitsu Microelectronics Solutions Limited, which are subsidiaries of FSL, will first be absorbed by Fujitsu Limited. Fujitsu will transfer the business into a new company to be established by FSL, and then all of the shares in the new company will be transferred to one of Spansion subsidiaries in Japan, Nihon Spansion Limited. The assets of the microcontroller and analog business outside Japan, as well as FSL's intellectual property and product inventory related to the microcontroller and analog business, will be transferred to Spansion.

With regards to sales and marketing in Japan, Fujitsu Electronics Inc., a subsidiary of FSL, will continue to support customers in Japan as a distribution agent of Spansion. FSL will also be commissioned to manufacture microcontroller and analog products by Spansion.

FSL and Spansion will continue to cooperate in the establishment of the new company and the smooth transfer of control over the microcontroller and analog business.

Transaction Overview

3. Overview of the Transferor

Fujitsu Semiconductor Limited
(1) Location of head office: Yokohama, Kanagawa, Japan
(2) President: Haruki Okada
(3) Year established: March 2008
(4) Shareholders' equity: 60.0 billion yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 4,266 employees (as of March 2013, on an unconsolidated basis)
(7) Business description: Design, development, manufacturing, and sale of LSI products, including microcontrollers, ASICs, ASSPs, and power supply ICs, and provision of highly reliable and optimized solutions to meet customers' varied needs.
(8) Annual sales: 289.6 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Limited, 100% shareholder
Fujitsu VLSI Limited
(1) Location of head office: Kasugai, Aichi, Japan
(2) President: Youji Hino
(3) Year established: October 1983
(4) Shareholders' equity: 480 million yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 667 employees (as of March 2013, on an unconsolidated basis)
(7) Business description: Design and development of System LSI, ASIC, Design and development of MCUs, including automotive MCUs and analog LSI, LSI technology development
(8) Annual sales: 8.2 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Semiconductor Limited, 100% shareholder
Fujitsu Microelectronics Solutions Limited
(1) Location of head office: Yokohama, Kanagawa, Japan
(2) President: Haruyoshi Yagi
(3) Year established: October 2003
(4) Shareholders' equity: 200 million yen
(5) Fiscal year: April 1 to March 31
(6) Employees: 569 employees (as of March 2013, on an unconsolidated basis)
(7) Business description: Development of system LSI hardware/software and system solutions based on leading-edge semiconductor technology
(8) Annual sales: 7.7 billion yen (fiscal 2012)
(9) Shareholders: Fujitsu Semiconductor Limited, 100% shareholder

4. Overview of Business Being Sold

(1) Sales price

The sales price of microcontroller and analog business is approximately 10.9 billion yen (approximately US$110 million at an exchange rate of 99 yen/US dollar) and the sales price of related inventory is approximately 6.4 billion yen (approximately US$65 million at an same exchange rate above).

(2) Number of employees to be transferred

In accordance with the agreement concluded, a number of employees, mainly in the microcontroller and analog business, will be transferred from Fujitsu Semiconductor Limited to Spansion. The number of transferred employees is projected to be approximately 1,000.

(3) Sales of the business (fiscal 2012)

Sales of the business (fiscal 2012)
  (a) microcontroller and analog business (b) Fujitsu Limited consolidated net sales Ratio (a)/(b)
Sales JPY 55.0 billion (approx.) JPY 4,381.7 billion 1.3% (approx.)

5. Schedule

April 30, 2013: Final agreement concluded
2nd quarter (July - September) of fiscal 2013 (expected): Closing

6. Overview of the Transferee(s)

Spansion LLC and affiliates (Spansion)

Spansion Inc.
(1) Corporate name: Spansion Inc.
(2) Position of the group: Holding Company of the Spansion group
(3) Location of head office: Sunnyvale, California, USA
(4) Chief Executive Officer: John H. Kispert
(5) Year established: November 22, 2005
(6) Capital stock: US$58 thousand (as of December 30, 2012)
(7) Fiscal year: January to December
(8) Employees: 2,838 (as of December 30, 2012)
(9) Business description: A leading designer, manufacturer and developer of Flash memory semiconductors and related memory solutions
(10) Annual sales: US$915.9 million (fiscal 2012)
(11) Fujitsu relationship: No significant capital ties or personal relationships
Nihon Spansion Limited
(1) Corporate name: Nihon Spansion Limited
(2) Position of the group: A wholly owned Japanese subsidiary of Spansion LLC.
(3) Location of head office: Kawasaki, Kanagawa, Japan
(4) Representative: Randy W. Furr
Representative Director on the board of directors of Nihon Spansion Limited
(5) Year established: January 4, 2010
(6) Capital stock: 252.5 million yen (as of December 30, 2012)
(7) Fiscal year: January to December
(8) Employees: 90 (as of December 30, 2012)
(9) Business description: Design, marketing, promotion, distribution and sale of semiconductor parts and components and devices.
(10) Annual sales: US$22.4 million (fiscal 2012)
(11) Fujitsu relationship: No significant capital ties or personal relationships

7. Impact on Financial Projections

For the impact of the transaction on Fujitsu Limited's financial results for fiscal 2013, please refer to FY 2013 Consolidated Earnings Projections in the FY 2012 Financial Results released today.

About Fujitsu

Fujitsu is the leading Japanese information and communication technology (ICT) company offering a full range of technology products, solutions and services. Approximately 170,000 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 4.4 trillion yen (US$47 billion) for the fiscal year ended March 31, 2013. For more information, please see http://www.fujitsu.com.

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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.

This press release has been revised as of December 17, 2018.

Date: 30 April, 2013
City: Tokyo
Company: Fujitsu Limited, , , , , , , , , ,

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