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Thursday 23 May, 2013

Fujitsu Ld.

Notice of Company Split Contract Execution

RNS Number : 4053F
Fujitsu Ld
23 May 2013
 



 

 

 

Fujitsu Limited

May 23, 2013

Notice of Company Split Contract Execution with Semiconductor Subsidiary

 

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 theMicrocontroller 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 Split1

                                                                                                                              (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 Split2

                                                                                                                             (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 Split1

                                                                                                                                            (Million Yen)

Current Assets

-

Current Liabilities

-

Non-current Assets

  490

Net Assets

490

Total

490

Total

490

 

Company Split2

                                                                                                                                             (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.

 

Fujitsu Limited Press Contact
Public and Investor Relations Division
Inquiries:
https://www-s.fujitsu.com/global/news/contacts/inquiries/index.html


This information is provided by RNS
The company news service from the London Stock Exchange
 
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