Fujitsu to Sell Microcontroller and Analog Device Business to Spansion

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.

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)

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.