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  7. Notice of Company Split Contract Execution with Semiconductor Subsidiary

Notice of Company Split Contract Execution with Semiconductor Subsidiary

Fujitsu Limited

Tokyo, May 23, 2013

Fujitsu Limited has concluded a contract with its consolidated subsidiary, Fujitsu Semiconductor Limited (Fujitsu Semiconductor), whereby Fujitsu Limited will absorb the latter's Microcontroller and Analog Business through a company split (Company Split 1). Fujitsu Limited has also concluded a contract with Nihon AM Semiconductor Limited (the New Company) which is newly established by Fujitsu Semiconductor. In this second contract, Fujitsu Limited will transfer this business, also through a company split (Company Split 2), to the New Company.

Company Split 1 and Company Split 2, collectively referred to as "the Company Splits," fall within the scope of consolidated subsidiaries established through a simple absorption-type separation. For this reason certain details are not included in this disclosure.

1. Objectives of the Company Splits

The Company Splits are undertaken to realize the smooth transfer of Fujitsu Semiconductor's Microcontroller and Analog Business to the U.S.-based Spansion LLC and affiliates, which Fujitsu Limited announced on April 30, 2013.

After the business is transferred from Fujitsu Limited to the New Company, Fujitsu Semiconductor will transfer all shares in the New Company to Nihon Spansion Limited.

2. Outline of the Company Splits

(1) Fujitsu Limited Schedule

May 23, 2013: Resolution by Board of Directors approving the Company Splits
August 1, 2013 (scheduled): Scheduled date of the Company Splits (effective date)

The Company Splits meet the standards of simple absorption-type separations and therefore do not require the approval of a General Meeting of Shareholders.

(2) Allotment that Results from the Company Splits

The Company Splits will not involve an exchange of consideration.

(3) Change in Capital Resulting from the Company Splits

Fujitsu Limited's capital will not change in as a result of the Company Splits.

(4) The Rights and Obligations Associated with the Transfer and the Company Splits

Fujitsu Limited will assume a portion of the rights and obligations of Fujitsu Semiconductor's Microcontroller and Analog Business. These same rights and obligations, as well as the employment contracts held by the Microcontroller and Analog Business, will be transferred to the New Company.

(5) Ability to Fulfill Obligations

As referenced in 4 (3) below, compared to the scale of Fujitsu Limited and Fujitsu Semiconductor, the scale of the assets and liabilities transferred and assumed as a result of the Company Splits is relatively small, and the amount of assets exceeds the amount of liabilities. For these reasons there will be no impact on the ability of Fujitsu Limited, Fujitsu Semiconductor, or the New Company to fulfill their obligations.

3. Overview of the Company Splits

(1) Company Split 1 (As of March 31, 2013)
  Successor Company Splitting Company
Company Name Fujitsu Limited Fujitsu Semiconductor Limited
Address of Headquarters Kawasaki, Kanagawa, Japan Yokohama, Kanagawa, Japan
Representative Masami Yamamoto, President Haruki Okada, President
Business Description Manufacturing, sales and associated services in the fields of telecommunication systems and data processing systems Design, development, manufacturing, and sale of LSI products, including microcontrollers, ASICs, ASSPs, and power supply ICs
Capital 324.6 billion yen 60.0 billion yen
Date Established June 1935 March 2008
Number of Shares Issued 2,070,018,213 shares 6,024,000 shares
Fiscal Year End March 31 March 31
Major Shareholders and Percentage of Shares Held Shareholder % Fujitsu Limited, 100% shareholder
Fuji Electric Co., Ltd. 11.04%
State Street Bank and Trust Company 5.00%
The Master Trust Bank of Japan, Ltd. (for trust) 3.93%
Japan Trustee Services Bank, Ltd. (for trust) 3.78%
Fujitsu Employee Shareholding Association 2.72%
Financial Condition and Financial Performance in Most Recent Fiscal Year (Consolidated)
(Millions of Yen, excl. per share data)
Net Assets: 909,809
Total Assets: 3,049,054
Net Assets per share (Yen): 377.62
Net Sales: 4,381,728
Operating Income: 95,278
Net Income: -72,913
Net Income per share (Yen): -35.24
(Non-consolidated)
(Millions of Yen, excl. per share data)
Net Assets: 95,975
Total Assets: 199,001
Net Assets per share (Yen): 15,932.15
Net Sales: 202,637
Operating Income: -22,644
Net Income: -70,577
Net Income per share (Yen): -11,716.09

*Figures prior to acceptance at Annual Shareholders' Meeting
(2) Company Split 2 (As of March 31, 2013)
  Splitting Company Successor Company
Company Name Fujitsu Limited Nihon AM Semiconductor Limited (the New Company)
Address of Headquarters As above Yokohama, Kanagawa, Japan
Representative Makoto Goto, President
Business Description Design, development, and sales of electronic devices
Capital 1 million yen
Date Established May 2013
Number of Shares Issued 100 shares
Fiscal Year End December 31
Major Shareholders and Percentage of Shares Held Fujitsu Semiconductor, 100% shareholder

4. Overview of the Microcontroller and Analog Device Business

(1) Business Description

Design, development, and sales of microcontrollers and analog semiconductor products

(2) Financial Results of Division to be Transferred (Results from Fiscal 2012 ended March 31, 2013)

Net sales of approximately 55.0 billion yen

(3) Assets and Liabilities to be Transferred and Assumed (projected for August 1, 2013)

Company Split 1 (Million Yen)
Current Assets - Current Liabilities -
Non-current Assets 490 Net Assets 490
Total 490 Total 490
Company Split 2 (Million Yen)
Current Assets 2,909 Current Liabilities 2,813
Non-current Assets 490 Net Assets 586
Total 3,399 Total 3,399

5. Status After the Company Splits

Fujitsu Semiconductor will transfer to Nihon Spansion Limited all shares in the New Company to which Fujitsu Limited has transferred the Microcontroller and Analog Business.

6. Business Impact

The impact of the Company Splits on Fujitsu Limited's financial results is minimal. Furthermore, the impact of the Microcontroller and Analog Business transfer to Spansion LLC and affiliates, including the transfer of shares in the New Company to Nihon Spansion Limited, has been factored into Fujitsu Limited's consolidated financial projections for fiscal 2013 that were released on April 30, 2013.

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 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.

Date: 23 May, 2013
City: Tokyo
Company: Fujitsu Limited, , , , , , , , , ,

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