FUJITSU LIMITED
(Notice of Agreement for the Merger through Absorption (Simplified Absorption-type Merger) with a Consolidated Subsidiary of
Since this is a simplified absorption-type merger to be implemented between Fujitsu and its wholly-owned subsidiary, certain disclosure items and details have been omitted from this notice.
1. Purpose of the Reorganization In line with its Management Direction, Fujitsu has advanced the concentration of management resources to
Furthermore, Fujitsu has steadily carried out reforms toward optimal formation through measures related to the
These include the separation of
The scale of the semiconductor business has changed considerably from the past through these reforms. Accordingly, Fujitsu has officially decided to implement the reorganization to optimize the scale of FSL to meet the current situation, further strengthening competitiveness, enhancing operational effectiveness and clarifying responsibilities in the 150mm wafer foundry and the system memory business.
The following changes will take place in order from (1) to (4) on
(1) Split the system memory business of FSL through a company split (incorporation-type company split) (herein after referred to as 'the Incorporation-type Company Split') to accelerate the decision-making process and clarify responsibilities in the system memory business.
(2) Transfer the assets related to the semiconductor business, owned by FSL, to
(3) Conduct an absorption-type merger with Fujitsu being the surviving company and FSL being the absorbed company to integrate AFSL shares and assets unnecessary for the semiconductor business, both of which have been possessed by FSL, into Fujitsu (the Merger).
(4) Change the trade name of AFSL to
2. Summary of the Merger
(1) Schedule
Because the Merger meets the requirements of simplified absorption-type merger, it will be carried out without the approval
of a resolution at the Shareholders' Meeting of Fujitsu.
Date of resolution by Board of Directors of Fujitsu:
Date agreement for the Merger was concluded:
Effective date of the Merger:
(2) Method of the Merger
The Merger will be conducted through an absorption-type merger method in which Fujitsu will be the surviving company
and FSL will be dissolved as the absorbed company.
(3) Allocation of Consideration for the Merger
No shares will be issued or consideration paid in conjunction with the Merger.
(4) Treatment of Share Subscription Rights and Bonds with Share Subscription Rights
FSL has not issued share subscription rights or bonds with share subscription rights.
3. Overview of the Merger
Surviving Company Absorbed Company
Address
Representative
Business Description
Development, manufacturing and
sales of software as well as products in
information processing and
Designing, development,
manufacturing and sales of system
memories; management of the semi-
communications; the provision of
services
conductor businesses in the Fujitsu
Group companies
Capital
Date Established
Number of Shares Issued 207,001,821 shares 6,024,000 shares
Fiscal Year-End
Major Shareholders and
Percentage of Shares Held
(as of
Shareholder %
6.39%
Japan Trustee Services
5.33%
SSBTC CLIENT
OMNIBUS ACCOUNT
2.77%
Financial Condition and
Financial Performance in the
Most Recent Fiscal Year
(as of
(Consolidated)
(Unit:
data)
Equity: 1,253,630
Total Assets: 3,104,842
Equity per Share Attributable to Owners
of the Parent: 5,585.35
Revenue: 3,952,437
Operating Profit: 130,227
Profit before Income Taxes:
161,785
Profit for the Year Attributable to Owners
of the Parent: 104,562
Basic Earnings per Share: 512.50
Diluted Earnings per Share: 512.33
*Fujitsu has adopted International
Financial Reporting Standards (IFRS)
for the preparation of consolidated
financial statements.
(Unconsolidated)
(Unit:
Net Assets: 96,790
Total Assets: 123,246
Net Assets per Share: 16,067
Operating Income: 854
Recurring profit: 10,977
Net Profit: 7,868
Net Profit per Share: 1,306
As mentioned in '1. Purpose of the
Reorganization,' the Incorporation-type
Company Split and the Absorption-type
Company Split will precede the Merger.
Consequently, the financial standing
immediately before the Merger is
scheduled to be as below.
Net assets:
Total assets:
Net assets per share:
4. Status After the Merger
After the Merger, there will be no changes to Fujitsu's company name, address, name and title of representative,
business description, capital, or fiscal year-end.
5. Business Impact
The impact of the Merger on Fujitsu's consolidated financial results is insignificant.
Press Contacts:
Public and Investor Relations Division
Inquiries: https://www.fujitsu.com/global/about/resources/news/presscontacts/form/index.html
About Fujitsu
Fujitsu is the leading Japanese information and communication technology (ICT) company, offering a full range of
technology products, solutions, and services. Approximately 132,000 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.
(TSE: 6702) reported consolidated revenues of
For more information, please see www.fujitsu.com.
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